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Page
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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•
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statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of Zions Bancorporation (“the Parent”) and its subsidiaries (collectively “the Company,” “Zions,” “we,” “our,” “us”); and
|
•
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statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” or similar expressions.
|
•
|
the Company’s ability to successfully execute its business plans, manage its risks, and achieve its objectives;
|
•
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changes in local, national and international political and economic conditions, including without limitation the political and economic effects of the recent economic crisis, delay of recovery from that crisis, economic conditions and fiscal imbalances in the United States and other countries, potential or actual downgrades in rating of sovereign debt issued by the United States and other countries, and other major developments, including wars, military actions, and terrorist attacks;
|
•
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changes in financial market conditions, either internationally, nationally or locally in areas in which the Company conducts its operations, including without limitation reduced rates of business formation and growth, commercial and residential real estate development and real estate prices;
|
•
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fluctuations in markets for equity, fixed-income, commercial paper and other securities, including availability, market liquidity levels, and pricing;
|
•
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changes in interest rates, the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows and competition;
|
•
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acquisitions and integration of acquired businesses;
|
•
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increases in the levels of losses, customer bankruptcies, bank failures, claims, and assessments;
|
•
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changes in fiscal, monetary, regulatory, trade and tax policies and laws, and regulatory assessments and fees, including policies of the U.S. Department of Treasury, the OCC, the Board of Governors of the Federal Reserve Board System, and the FDIC;
|
•
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the impact of executive compensation rules under the Dodd-Frank Act and banking regulations which may impact the ability of the Company and other American financial institutions to retain and recruit executives and other personnel necessary for their businesses and competitiveness;
|
•
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the impact of the Dodd-Frank Act and of new international standards known as Basel III, and rules and regulations thereunder, many of which have not yet been promulgated, on our required regulatory capital and liquidity levels, governmental assessments on us, the scope of business activities in which we may engage, the manner in which we engage in such activities, the fees we may charge for certain products and services, and other matters affected by the Dodd-Frank Act and these international standards;
|
•
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continuing consolidation in the financial services industry;
|
•
|
new legal claims against the Company, including litigation, arbitration and proceedings brought by governmental or self-regulatory agencies, or changes in existing legal matters;
|
•
|
success in gaining regulatory approvals, when required;
|
•
|
changes in consumer spending and savings habits;
|
•
|
increased competitive challenges and expanding product and pricing pressures among financial institutions;
|
•
|
inflation and deflation;
|
•
|
technological changes and the Company’s implementation of new technologies;
|
•
|
the Company’s ability to develop and maintain secure and reliable information technology systems;
|
•
|
legislation or regulatory changes which adversely affect the Company’s operations or business;
|
•
|
the Company’s ability to comply with applicable laws and regulations;
|
•
|
changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies; and
|
•
|
costs of deposit insurance and changes with respect to FDIC insurance coverage levels.
|
ABS
|
Asset-Backed Security
|
CMC
|
Capital Management Committee
|
ACL
|
Allowance for Credit Losses
|
COSO
|
Committee of Sponsoring Organizations
of the Treadway Commission
|
AFS
|
Available-for-Sale
|
CPP
|
Capital Purchase Program
|
ALCO
|
Asset/Liability Committee
|
CPR
|
Constant Prepayment Rate
|
ALLL
|
Allowance for Loan and Lease Losses
|
CRA
|
Community Reinvestment Act
|
Amegy
|
Amegy Corporation
|
CRE
|
Commercial Real Estate
|
AOCI
|
Accumulated Other Comprehensive Income
|
DB
|
Deutsche Bank AG
|
ARRA
|
American Recovery and Reinvestment Act
|
DBRS
|
Dominion Bond Rating Service
|
ASC
|
Accounting Standards Codification
|
DDA
|
Demand Deposit Account
|
ASU
|
Accounting Standards Update
|
Dodd-Frank Act
|
Dodd-Frank Wall Street Reform and Consumer Protection Act
|
ATM
|
Automated Teller Machine
|
DTA
|
Deferred Tax Asset
|
BCBS
|
Basel Committee on Banking Supervision
|
DTL
|
Deferred Tax Liability
|
BHC Act
|
Bank Holding Company Act
|
EESA
|
Emergency Economic Stabilization Act
|
bps
|
basis points
|
FAMC
|
Federal Agricultural Mortgage Corporation,
or “Farmer Mac”
|
BSA
|
Bank Secrecy Act
|
FASB
|
Financial Accounting Standards Board
|
CB&T
|
California Bank & Trust
|
FDIC
|
Federal Deposit Insurance Corporation
|
CDO
|
Collateralized Debt Obligation
|
FDICIA
|
Federal Deposit Insurance Corporation Improvement Act
|
CDR
|
Constant Default Rate
|
FHLB
|
Federal Home Loan Bank
|
CET1
|
Common Equity Tier 1
|
FICO
|
Fair Isaac Corporation
|
CFPB
|
Consumer Financial Protection Bureau
|
FINRA
|
Financial Industry Regulatory Authority
|
CLTV
|
Combined Loan-to-Value Ratio
|
FRB
|
Federal Reserve Board
|
FTE
|
Full-time Equivalent
|
OTC
|
Over-the-Counter
|
GAAP
|
Generally Accepted Accounting Principles
|
OTTI
|
Other-Than-Temporary Impairment
|
GDP
|
Gross Domestic Product
|
Parent
|
Zions Bancorporation
|
GLB Act
|
Gramm-Leach-Bliley Act
|
PCAOB
|
Public Company Accounting Oversight Board
|
HECL
|
Home Equity Credit Line
|
PCI
|
Purchased Credit-Impaired
|
HTM
|
Held-to-Maturity
|
PD
|
Probability of Default
|
IA
|
Indemnification Asset
|
PIK
|
Payment in Kind
|
IFRS
|
International Financial Reporting Standards
|
REIT
|
Real Estate Investment Trust
|
ISDA
|
International Swap Dealer Association
|
RSU
|
Restricted Stock Unit
|
LCR
|
Liquidity Coverage Ratio
|
RULC
|
Reserve for Unfunded Lending Commitments
|
LGD
|
Loss Given Default
|
SBA
|
Small Business Administration
|
LIBOR
|
London Interbank Offered Rate
|
SBIC
|
Small Business Investment Company
|
Lockhart
|
Lockhart Funding LLC
|
SEC
|
Securities and Exchange Commission
|
MCC
|
Model Control Committee
|
SIFI
|
Systemically Important Financial Institutions
|
MD&A
|
Management’s Discussion and Analysis
|
SOC
|
Securitization Oversight Committee
|
MVE
|
Market Value of Equity
|
SSU
|
Salary Stock Units
|
NASDAQ
|
National Association of Securities Dealers Automated Quotations
|
TARP
|
Troubled Asset Relief Program
|
NBA
|
National Bank of Arizona
|
TCBO
|
The Commerce Bank of Oregon
|
NIM
|
Net Interest Margin
|
TCBW
|
The Commerce Bank of Washington
|
NOL
|
Net Operating Loss
|
TDR
|
Troubled Debt Restructuring
|
NOW
|
Negotiable Order of Withdrawal
|
TRS
|
Total Return Swap
|
NPR
|
Notices of Proposed Rulemaking
|
Vectra
|
Vectra Bank Colorado
|
NRSRO
|
Nationally Recognized Statistical Rating Organization
|
VIE
|
Variable Interest Entity
|
NSB
|
Nevada State Bank
|
WNTC
|
Western National Trust Company
|
NSFR
|
Net Stable Funding Ration
|
ZCTB
|
Zions Capital Trust B
|
OCC
|
Office of the Comptroller of the Currency
|
Zions Bank
|
Zions First National Bank
|
OCI
|
Other Comprehensive Income
|
ZMFU
|
Zions Municipal Funding
|
OREO
|
Other Real Estate Owned
|
ZMSC
|
Zions Management Services Company
|
•
|
the requirements applicable to large bank holding companies (those with consolidated assets of greater than $50 billion) be more stringent than those applicable to other financial companies;
|
•
|
standards applicable to bank holding companies be no less stringent than those applied to insured depository institutions; and
|
•
|
bank regulatory agencies implement countercyclical elements in their capital requirements.
|
•
|
The assessment base for federal deposit insurance was changed to consolidated assets less tangible capital instead of the amount of insured deposits.
|
•
|
The federal prohibition on the payment of interest on business transaction accounts was repealed.
|
•
|
The FRB enacted regulations to limit interchange fees charged for debit card transactions to no more than 21 cents per transaction and 5 basis points (“bps”) multiplied by the value of the transaction.
|
•
|
introduces as a new capital measure, Common Equity Tier 1 (“CET1”), more commonly known in the United States as “Tier 1 Common,” and defines CET1 narrowly by requiring that most adjustments to regulatory capital measures be made to CET1 and not to the other components of capital, and expands the scope of the adjustments as compared to existing regulations;
|
•
|
when fully phased in on January 1, 2019, requires banks to maintain:
|
◦
|
as a newly adopted international standard, a minimum ratio of CET1 to risk-weighted assets of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% CET1 ratio as that buffer is phased in, effectively resulting in a minimum ratio of CET1 to risk-weighted assets of at least 7%);
|
◦
|
an additional “SIFI buffer” for those large institutions deemed to be systemically important, ranging from 1.0% to 2.5%, and up to 3.5% under certain conditions; Zions is not subject to this buffer under Basel III; however, some FRB officials have indicated that when U.S. implementing regulations are proposed, they may include an additional buffer of 0% to 1.0% for financial institutions defined as systemically important under the Dodd-Frank Act but not so deemed by the BCBS;
|
◦
|
a minimum ratio of Tier 1 capital to risk-weighted assets of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation);
|
◦
|
a minimum ratio of Total (that is, Tier 1 plus Tier 2) capital to risk-weighted assets of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation); and
|
◦
|
as a newly adopted international standard, a minimum leverage ratio of 3%, calculated as the ratio of Tier 1 capital to balance sheet exposures plus certain off-balance sheet exposures (as the average for each quarter of the month-end ratios for the quarter); and
|
•
|
provides for an additional “countercyclical capital buffer,” generally to be imposed when national regulators determine that excess aggregate credit growth becomes associated with a buildup of systemic risk, that would be a CET1 add-on to the capital conservation buffer in the range of 0% to 2.5% when fully implemented.
|
•
|
Requirements that the Parent serve as a source of strength for its banking subsidiaries. The FRB has a policy that a bank holding company is expected to act as a source of financial and managerial strength to each of its bank subsidiaries and, under appropriate circumstances, to commit resources to support each subsidiary bank. The Dodd-Frank Act codifies this policy as a statutory requirement. In addition, the regulators may order an assessment of the Parent if the capital of one of its bank subsidiaries were to fall below capital levels required by the regulators.
|
•
|
Limitations on dividends payable by subsidiaries. A substantial portion of the Parent’s cash, which is used to pay dividends on our common and preferred stock and to pay principal and interest on our debt obligations, is derived from dividends paid by the Parent’s subsidiary banks. These dividends are subject to various legal and regulatory restrictions. See Note 18 of the Notes to Consolidated Financial Statements.
|
•
|
Limitations on dividends payable to shareholders. The Parent’s ability to pay dividends on both its common and preferred stock may be subject to regulatory restrictions. See discussion under “Liquidity Management Actions” on page 84.
|
•
|
Cross-guarantee requirements. All of the Parent’s subsidiary banks are insured by the FDIC. Each commonly controlled FDIC-insured bank can be held liable for any losses incurred, or reasonably expected to be incurred, by the FDIC due to another commonly controlled FDIC-insured bank being placed into receivership, and for any assistance provided by the FDIC to another commonly controlled FDIC-insured bank that is subject to certain conditions indicating that receivership is likely to occur in the absence of regulatory assistance.
|
•
|
Safety and soundness requirements. Federal and state laws require that our banks be operated in a safe and sound manner. We are subject to additional safety and soundness standards prescribed in the Federal Deposit Insurance Corporate Improvement Act of 1991, including standards related to internal controls, information systems, internal audit, loan documentation, credit underwriting, interest rate exposure, asset growth and
|
•
|
Requirements for approval of acquisitions and activities and restrictions on other activities. Prior approval of the FRB is required under the BHC Act for a financial holding company to acquire or hold more than a 5% voting interest in any bank, to acquire substantially all the assets of a bank or to merge with another financial or bank holding company. The BHC Act also requires approval for certain nonbanking acquisitions, restricts the activities of bank holding companies that are not financial holding companies to banking, managing or controlling banks and other activities that the FRB has determined to be so closely related to banking as to be a proper incident thereto and restricts the nonbanking activities of a financial holding company to those that are permitted for financial holding companies or that have been determined by the FRB to be financial in nature, incidental to financial activities, or complementary to a financial activity. Laws and regulations governing national and state-chartered banks contain similar provisions concerning acquisitions and activities.
|
•
|
Limitations on the amount of loans to a borrower and its affiliates.
|
•
|
Limitations on transactions with affiliates. The Dodd-Frank Act significantly expanded the coverage and scope of the limitations on affiliate transactions within a banking organization.
|
•
|
Restrictions on the nature and amount of any investments and ability to underwrite certain securities.
|
•
|
Requirements for opening of branches and the acquisition of other financial entities.
|
•
|
Fair lending and truth in lending requirements to provide equal access to credit and to protect consumers in credit transactions.
|
•
|
Broker-dealer and investment advisory regulations. Certain of our subsidiaries are broker-dealers that engage in securities underwriting and other broker-dealer activities. These companies are registered with the SEC and are members of FINRA. Certain other subsidiaries are registered investment advisers under the Investment Advisers Act of 1940, as amended, and as such are supervised by the SEC. They are also subject to various U.S. federal and state laws and regulations. These laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws.
|
•
|
Provisions of the GLB Act and other federal and state laws dealing with privacy for nonpublic personal information of individual customers.
|
•
|
CRA requirements. The CRA requires banks to help serve the credit needs in their communities, including providing credit to low and moderate income individuals. If the Company or its subsidiaries fail to adequately serve their communities, penalties may be imposed including denials of applications to add branches, relocate, add subsidiaries and affiliates, and merge with or purchase other financial institutions.
|
•
|
Anti-money laundering regulations. The BSA, Title III of the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”), and other federal laws require financial institutions to assist U.S. Government agencies in detecting and preventing money laundering and other illegal acts by maintaining policies, procedures and controls designed to detect and report money laundering, terrorist financing, and other suspicious activity.
|
•
|
open-market operations in U.S. Government and other securities;
|
•
|
adjustment of the discount rates or cost of bank borrowings from the FRB;
|
•
|
imposing or changing reserve requirements against bank deposits;
|
•
|
term auction facilities collateralized by bank loans; and
|
•
|
other programs to purchase assets and inject liquidity directly in various segments of the economy.
|
•
|
affects the levels of capital and liquidity with which the Company must operate and how it plans capital and liquidity levels (including a phased-in elimination of the Company’s existing trust preferred securities as Tier 1 capital);
|
•
|
subjects the Company to new and/or higher fees paid to various regulatory entities, including but not limited to deposit insurance fees to the FDIC;
|
•
|
impacts the Company’s ability to invest in certain types of entities or engage in certain activities;
|
•
|
impacts a number of the Company’s business and risk management strategies;
|
•
|
regulates the pricing of certain of our products and services and restricts the revenue that the Company generates from certain businesses;
|
•
|
subjects the Company to new capital planning actions, including stress testing or similar actions and timing expectations for capital-raising;
|
•
|
subjects the Company to supervision by the Consumer Financial Protection Bureau, with very broad rule-making and enforcement authorities;
|
•
|
grants authority to state agencies to enforce state and federal laws against national banks;
|
•
|
subjects the Company to new and different litigation and regulatory enforcement risks; and
|
•
|
limits the amount and manner of compensation paid to executive officers and employees generally.
|
|
|
2012
|
|
2011
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
1st Quarter
|
|
$
|
22.81
|
|
|
$
|
16.40
|
|
|
$
|
25.60
|
|
|
$
|
22.08
|
|
2nd Quarter
|
|
21.55
|
|
|
17.45
|
|
|
24.92
|
|
|
21.36
|
|
||||
3rd Quarter
|
|
21.68
|
|
|
17.58
|
|
|
24.71
|
|
|
14.07
|
|
||||
4th Quarter
|
|
22.66
|
|
|
19.03
|
|
|
18.51
|
|
|
13.18
|
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
2012
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
2011
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
Period
|
|
Total number
of shares
repurchased
1
|
|
Average
price paid
per share
|
|
Total number of shares
purchased as part of
publicly announced
plans or programs
|
|
Approximate dollar
value of shares that
may yet be purchased
under the plan
|
||||||||||||
October
|
|
|
1,302
|
|
|
|
$
|
21.05
|
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
November
|
|
|
192
|
|
|
|
21.58
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||
December
|
|
|
981
|
|
|
|
21.04
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||
Fourth quarter
|
|
|
2,475
|
|
|
|
21.09
|
|
|
|
—
|
|
|
|
|
|
|
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Zions Bancorporation
|
|
100.0
|
|
|
54.6
|
|
|
28.7
|
|
|
54.4
|
|
|
36.6
|
|
|
48.2
|
|
KBW Bank Index
|
|
100.0
|
|
|
52.5
|
|
|
51.6
|
|
|
63.7
|
|
|
48.9
|
|
|
65.1
|
|
S&P 500
|
|
100.0
|
|
|
63.0
|
|
|
79.7
|
|
|
91.7
|
|
|
93.6
|
|
|
108.6
|
|
FINANCIAL HIGHLIGHTS
|
|||||||||||||||||||||||
(In millions, except per share amounts)
|
|
2012/2011 Change
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||||||||
For the Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net interest income
|
|
-1
|
%
|
|
$
|
1,731.9
|
|
|
$
|
1,756.2
|
|
|
$
|
1,714.3
|
|
|
$
|
1,885.6
|
|
|
$
|
1,958.1
|
|
Noninterest income
|
|
-16
|
%
|
|
419.9
|
|
|
498.2
|
|
|
453.6
|
|
|
816.0
|
|
|
204.2
|
|
|||||
Total revenue
|
|
-5
|
%
|
|
2,151.8
|
|
|
2,254.4
|
|
|
2,167.9
|
|
|
2,701.6
|
|
|
2,162.3
|
|
|||||
Provision for loan losses
|
|
-81
|
%
|
|
14.2
|
|
|
74.5
|
|
|
852.7
|
|
|
2,017.1
|
|
|
648.6
|
|
|||||
Noninterest expense
|
|
-4
|
%
|
|
1,595.0
|
|
|
1,658.6
|
|
|
1,718.3
|
|
|
1,671.3
|
|
|
1,474.7
|
|
|||||
Impairment loss on goodwill
|
|
—
|
%
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
636.2
|
|
|
353.8
|
|
|||||
Income (loss) before income taxes
|
|
+4
|
%
|
|
541.6
|
|
|
521.3
|
|
|
(403.1
|
)
|
|
(1,623.0
|
)
|
|
(314.8
|
)
|
|||||
Income taxes (benefit)
|
|
-3
|
%
|
|
193.4
|
|
|
198.6
|
|
|
(106.8
|
)
|
|
(401.3
|
)
|
|
(43.4
|
)
|
|||||
Net income (loss)
|
|
+8
|
%
|
|
348.2
|
|
|
322.7
|
|
|
(296.3
|
)
|
|
(1,221.7
|
)
|
|
(271.4
|
)
|
|||||
Net income (loss) applicable to noncontrolling interests
|
|
-18
|
%
|
|
(1.3
|
)
|
|
(1.1
|
)
|
|
(3.6
|
)
|
|
(5.6
|
)
|
|
(5.1
|
)
|
|||||
Net income (loss) applicable to controlling interest
|
|
+8
|
%
|
|
349.5
|
|
|
323.8
|
|
|
(292.7
|
)
|
|
(1,216.1
|
)
|
|
(266.3
|
)
|
|||||
Net earnings (loss) applicable to common shareholders
|
|
+16
|
%
|
|
178.6
|
|
|
153.4
|
|
|
(412.5
|
)
|
|
(1,234.4
|
)
|
|
(290.7
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings (loss) – diluted
|
|
+17
|
%
|
|
0.97
|
|
|
0.83
|
|
|
(2.48
|
)
|
|
(9.92
|
)
|
|
(2.68
|
)
|
|||||
Net earnings (loss) – basic
|
|
+17
|
%
|
|
0.97
|
|
|
0.83
|
|
|
(2.48
|
)
|
|
(9.92
|
)
|
|
(2.68
|
)
|
|||||
Dividends declared
|
|
—
|
%
|
|
0.04
|
|
|
0.04
|
|
|
0.04
|
|
|
0.10
|
|
|
1.61
|
|
|||||
Book value
1
|
|
+7
|
%
|
|
26.73
|
|
|
25.02
|
|
|
25.12
|
|
|
27.85
|
|
|
42.65
|
|
|||||
Market price – end
|
|
|
|
21.40
|
|
|
16.28
|
|
|
24.23
|
|
|
12.83
|
|
|
24.51
|
|
||||||
Market price – high
2
|
|
|
|
22.81
|
|
|
25.60
|
|
|
30.29
|
|
|
25.52
|
|
|
57.05
|
|
||||||
Market price – low
|
|
|
|
16.40
|
|
|
13.18
|
|
|
12.88
|
|
|
5.90
|
|
|
17.53
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
At Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Assets
|
|
+4
|
%
|
|
55,512
|
|
|
53,149
|
|
|
51,035
|
|
|
51,123
|
|
|
55,093
|
|
|||||
Net loans and leases
|
|
+1
|
%
|
|
37,665
|
|
|
37,258
|
|
|
36,830
|
|
|
40,260
|
|
|
41,712
|
|
|||||
Deposits
|
|
+8
|
%
|
|
46,133
|
|
|
42,876
|
|
|
40,935
|
|
|
41,841
|
|
|
41,316
|
|
|||||
Long-term debt
|
|
+20
|
%
|
|
2,337
|
|
|
1,954
|
|
|
1,943
|
|
|
2,033
|
|
|
2,622
|
|
|||||
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Preferred equity
|
|
-53
|
%
|
|
1,128
|
|
|
2,377
|
|
|
2,057
|
|
|
1,503
|
|
|
1,582
|
|
|||||
Common equity
|
|
+7
|
%
|
|
4,924
|
|
|
4,608
|
|
|
4,591
|
|
|
4,190
|
|
|
4,920
|
|
|||||
Noncontrolling interests
|
|
-50
|
%
|
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
17
|
|
|
27
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Performance Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Return on average assets
|
|
|
|
0.66
|
%
|
|
0.63
|
%
|
|
(0.57
|
)%
|
|
(2.25
|
)%
|
|
(0.50
|
)%
|
||||||
Return on average common equity
|
|
|
|
3.76
|
%
|
|
3.32
|
%
|
|
(9.26
|
)%
|
|
(28.35
|
)%
|
|
(5.69
|
)%
|
||||||
Net interest margin
|
|
|
|
3.57
|
%
|
|
3.77
|
%
|
|
3.70
|
%
|
|
3.91
|
%
|
|
4.15
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Capital Ratios
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity to assets
|
|
|
|
10.90
|
%
|
|
13.14
|
%
|
|
13.02
|
%
|
|
11.17
|
%
|
|
11.85
|
%
|
||||||
Tier 1 leverage
|
|
|
|
10.96
|
%
|
|
13.40
|
%
|
|
12.56
|
%
|
|
10.38
|
%
|
|
9.99
|
%
|
||||||
Tier 1 risk-based capital
|
|
|
|
13.38
|
%
|
|
16.13
|
%
|
|
14.78
|
%
|
|
10.53
|
%
|
|
10.22
|
%
|
||||||
Total risk-based capital
|
|
|
|
15.05
|
%
|
|
18.06
|
%
|
|
17.15
|
%
|
|
13.28
|
%
|
|
14.32
|
%
|
||||||
Tangible common equity
|
|
|
|
7.09
|
%
|
|
6.77
|
%
|
|
6.99
|
%
|
|
6.12
|
%
|
|
5.89
|
%
|
||||||
Tangible equity
|
|
|
|
9.15
|
%
|
|
11.33
|
%
|
|
11.10
|
%
|
|
9.16
|
%
|
|
8.91
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Selected Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Average common and common-equivalent shares
(in thousands)
|
|
|
|
183,236
|
|
|
182,605
|
|
|
166,054
|
|
|
124,443
|
|
|
108,908
|
|
||||||
Common dividend payout ratio
|
|
|
|
4.14
|
%
|
|
4.80
|
%
|
|
na
|
|
|
na
|
|
|
na
|
|
||||||
Full-time equivalent employees
|
|
|
|
10,368
|
|
|
10,606
|
|
|
10,524
|
|
|
10,529
|
|
|
11,011
|
|
||||||
Commercial banking offices
|
|
|
|
480
|
|
|
486
|
|
|
495
|
|
|
491
|
|
|
513
|
|
||||||
ATMs
|
|
|
|
585
|
|
|
589
|
|
|
601
|
|
|
602
|
|
|
625
|
|
1
|
At year-end.
|
2
|
The actual high price for 2008 was $107.21. However, this trading price was an anomaly resulting from electronic orders at the opening of the market on September 19, 2008 in response to the SEC
’
s announcement (prior to the market opening that day) of its temporary emergency action suspending short selling in financial companies. The closing price on September 19, 2008 was $52.83.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
As of December 31, 2012, the Company was the 20
th
largest domestic bank holding company in terms of deposits and is included in the S&P 500 and NASDAQ Financial 100 indices. It is the largest independent regional banking company in the western U.S.
|
•
|
At December 31, 2012, the Company operated banking businesses through 480 domestic branches in ten western and southwestern states.
|
•
|
The Company ranked in the top 10 nationally for loans provided to small businesses, under both the Small Business Administration’s 7(a) and 504 programs.
|
•
|
It has been awarded numerous “Excellence” awards by Greenwich Associates, having received 13 awards for the 2012 survey. Only 11 banks received more than 10 awards, while the nation’s largest banks received a median three such awards.
|
•
|
The Company provides also public finance, wealth management and brokerage services.
|
•
|
Revenues and profits are primarily derived from commercial customers.
|
•
|
focus on growth markets;
|
•
|
maintain a sustainable competitive advantage over large national and global banks by keeping many decisions that affect customers local;
|
•
|
maintain a sustainable competitive advantage over community banks through superior products, productivity, efficiency and a lower cost of capital; and
|
•
|
centralize and standardize policies and oversight of key risks, technology and operations.
|
•
|
GDP growth in our footprint has exceeded nominal U.S. GDP by an average of 1.1% per year (compounded) over the last ten years; i.e., from 2001-2011, nominal U.S. GDP grew by 3.9%, while nominal GDP in Zions’ footprint (weighted by 12/31/12 assets) grew by 5.1%.
|
•
|
Job creation within the Zions footprint greatly exceeded the national rate during the past ten years. U.S. nonfarm payroll jobs increased by 3.4% during the last ten years; however, job creation in Zions’ footprint increased by 11.4%.
|
•
|
We operate eight different community/regional banks, each under a different name, and each with its own charter, chief executive officer and management team.
|
•
|
We believe that this approach allows us to attract and retain exceptional management, and provides service of the highest quality to our targeted customers. The results of this service are evident in the results of the Greenwich Associates annual survey, wherein the Company consistently ranks “Excellent” for overall satisfaction among small and middle-market businesses.
|
•
|
This structure helps to ensure that many of the decisions related to customers are made at a local level:
|
◦
|
branding and marketing strategies;
|
◦
|
product offerings and pricing;
|
◦
|
credit decisions (within the limits of established corporate policy); and
|
◦
|
relationship management strategies and the integration of various business lines.
|
•
|
We use the combined scale of all of our banking operations to create a broad product offering.
|
•
|
Our larger capital base and product offerings allows us to lend to business customers of a wide range of sizes, from small businesses to large companies.
|
•
|
For certain products for which economies of scale are believed to be critical, the Company “manufactures” the product centrally or is able to obtain services from third-party vendors at lower costs due to volume-driven pricing power.
|
•
|
Our combined size and diversification affords us superior access to the capital markets for debt and equity financing; over the long term, this advantage has historically, and should in the future, result in a lower cost of capital than our subsidiary banks could achieve on their own.
|
•
|
The Company conducts regular stress testing of the loan portfolio using multiple economic scenarios. Such tests help to identify pockets of risk and enable management to reduce risk.
|
•
|
The Company oversees credit risk using a single credit policy and specialists in business, commercial real estate consumer lending, and in concentration risk management.
|
•
|
The Company regularly measures interest rate and liquidity risk and uses capital markets instruments to adjust risks to within Board-approved levels.
|
•
|
The Company centrally monitors and oversees operational risk. Centralized internal audit, credit examination, and compliance functions test compliance with established policies.
|
•
|
The Company improved its profitability, generating a 5.18% tangible return on average tangible common equity compared to 4.72% in 2011. Two major items had a significant adverse impact on profitability during the year: 1) amortization of the discount related to convertible subordinated debt, and 2) securities impairment losses on investment securities, net of securities gains. Together, these items reduced earnings by approximately $148.1 million pretax.
|
•
|
Common equity Tier 1 capital improved and we began to reduce the cost of our high-cost capital structure (see Chart 3). In 2012, we fully redeemed our $1.4 billion TARP CPP preferred stock. We also refinanced our Series E preferred shares with the lower-cost Series F preferred shares, which resulted in an annualized $91 million preferred dividend expense in the fourth quarter of 2012 compared to an annualized $178 million preferred dividend expense in the fourth quarter of 2011. Our Common Equity Tier 1 ratio further improved to 9.80% at December 31, 2012.
|
•
|
Asset quality improved significantly, with the Company experiencing a 30% decline in nonperforming lending-related assets (see Chart 2) and a 66% decline in net charge-offs. As a result, credit costs, including the provision for loan losses, other real estate expense, and credit-related expense, declined more than 60%.
|
•
|
Loans, our primary revenue driver, increased $407 million, or 1.1%, compared to December 31, 2011, including increases of $809 million in commercial and industrial, $429 million in 1-4 family residential, and $180 million in commercial real estate term loans. This loan growth came despite the net run-off of $570 million in owner occupied loans, $326 million in construction and land development loans, and $223 million in FDIC-supported loans, all of which were planned reductions to reduce risk. Unfunded lending commitments increased $1.7 billion in 2012, which is expected to result in improved loan growth in 2013.
|
•
|
Despite a difficult interest rate environment and modest loan growth, we successfully maintained relatively stable net interest income in 2012 compared to 2011 (see Chart 1). We also worked to contain operating costs. Noninterest expense, excluding other real estate and credit-related expenses, was relatively stable during the year, increasing at a rate less than inflation of only 0.4%.
|
•
|
Our net interest margin declined to 3.57% from 3.77% in 2011, but continued to remain reasonably strong relative to other peer banks. This decline was predominately due to the substantial increase in low-yielding money market investments, which was driven by a strong increase in noninterest-bearing demand deposits. Additional pressure on the NIM in 2012 was also due to loan maturities and resets. Many loans that were originated in prior years had higher rates than market rates during 2012, and thus when such loans mature or the rates reset, the yield frequently declines compared to the prior yield.
|
•
|
High cost debt and preferred equity weighed significantly on returns. The high cost of debt and preferred equity is a byproduct of our efforts to stabilize the Company’s capital base during the recent recession. While we issued fewer common shares than many banks to shore up our capital base, we did issue high cost debt and perpetual preferred stock.
|
•
|
While some credit quality ratios, such as net charge-offs as a percentage of average loans, have improved to pre-recession levels, other ratios, such as nonperforming lending-related assets as a percentage of loans and other real estate owned, are still inferior to long-term averages.
|
•
|
Reduce costs related to high-cost debt and preferred equity, as previously discussed.
|
•
|
Increase the loan growth rate, primarily through continued strong business lending and additional growth in residential mortgage lending.
|
•
|
Further reduce nonaccrual and classified loans.
|
•
|
Increase fee income through changes to product pricing, improved product distribution, and improved cross sales.
|
•
|
Carefully manage expenses, including expenses related to loan quality other than the provision for loan losses, e.g., other real estate and credit-related expenses.
|
Driver
|
|
2012
|
|
2011
|
|
Change
better/(worse)
|
|
|||||
|
|
|
|
|
|
|
|
|||||
|
|
(In billions)
|
|
|
|
|||||||
Average net loans and leases
|
|
$
|
37.0
|
|
|
$
|
36.9
|
|
|
0.27
|
%
|
|
Average money market investments
|
|
7.9
|
|
|
5.4
|
|
|
46
|
%
|
|
||
Average noninterest-bearing deposits
|
|
16.7
|
|
|
14.5
|
|
|
15
|
%
|
|
||
Average total deposits
|
|
43.4
|
|
|
41.3
|
|
|
5
|
%
|
|
||
|
|
|
|
|
|
|
|
|||||
|
|
(In millions)
|
|
|
|
|||||||
Net interest income
|
|
$
|
1,731.9
|
|
|
$
|
1,756.2
|
|
|
(1
|
)%
|
|
Provision for loan losses
|
|
(14.2
|
)
|
|
(74.5
|
)
|
|
81
|
%
|
|
||
Net impairment losses on investment securities
|
|
(104.1
|
)
|
|
(33.7
|
)
|
|
(209
|
)%
|
|
||
Other noninterest income
|
|
524.0
|
|
|
531.9
|
|
|
(1
|
)%
|
|
||
Noninterest expense
|
|
1,596.0
|
|
|
1,658.6
|
|
|
4
|
%
|
|
||
|
|
|
|
|
|
|
|
|||||
Nonaccrual loans
2
|
|
648
|
|
|
911
|
|
|
29
|
%
|
|
||
|
|
|
|
|
|
|
|
|||||
Net interest margin
|
|
3.57
|
%
|
|
3.77
|
%
|
|
(20) bps
|
|
|
||
Ratio of nonperforming lending-related assets to net loans and leases and other real estate owned
1
|
|
1.96
|
%
|
|
2.83
|
%
|
|
87 bps
|
|
|
||
Ratio of total allowance for credit losses to net loans and leases outstanding
|
|
2.66
|
%
|
|
3.10
|
%
|
|
44 bps
|
|
|
||
Common equity Tier 1 capital ratio
|
|
9.80
|
%
|
|
9.57
|
%
|
|
23 bps
|
|
|
•
|
selection of comparable publicly traded companies based on location, size, and business focus and composition;
|
•
|
selection of market comparable acquisition transactions based on location, size, business focus and composition, and date of the transaction;
|
•
|
the discount rate, which is based on Zions estimate of its cost of capital, applied to future cash flows;
|
•
|
the potential future earnings and cash flows of the reporting unit;
|
•
|
the relative weight given to the valuations derived by the three methods described; and
|
•
|
the control premium associated with reporting units.
|
•
|
$60.3 million decrease in the provision for loan losses;
|
•
|
$57.8 million decrease in other real estate expense;
|
•
|
$20.5 million decrease in FDIC premiums;
|
•
|
$13.4 million increase in dividends and other investment income; and
|
•
|
$11.9 million increase in loan sales and servicing income.
|
•
|
$70.4 million increase in net impairment losses on investment securities;
|
•
|
$24.2 million decrease in net interest income;
|
•
|
$16.8 million increase in fair value and nonhedge derivative loss;
|
•
|
$16.5 million decrease in other noninterest income; and
|
•
|
$13.7 million increase in the provision for unfunded lending commitments.
|
•
|
$778.2 million decrease in the provision for loan losses;
|
•
|
$67.2 million decrease in other real estate expense;
|
•
|
$51.7 million decrease in net impairment losses on investment securities;
|
•
|
$41.9 million increase in net interest income; and
|
•
|
$38.1 million decrease in FDIC premiums.
|
•
|
$305.4 million increase in income tax expense;
|
•
|
$48.9 million increase in salaries and employee benefits;
|
•
|
$47.5 million increase in preferred stock dividends;
|
•
|
$25.3 million decrease in service charges and fees on deposit accounts; and
|
•
|
$14.5 million decrease in gain on subordinated debt exchange.
|
•
|
the fair value discount on the debt; and
|
•
|
the value of the beneficial conversion feature which added the right of the debt holder to convert the debt into preferred stock.
|
(In millions)
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) before income taxes (GAAP)
|
|
|
$
|
541.6
|
|
|
|
|
$
|
521.3
|
|
|
|
|
$
|
(403.1
|
)
|
|
Convertible subordinated debt discount amortization
|
|
|
43.3
|
|
|
|
|
46.0
|
|
|
|
|
58.0
|
|
|
|||
Accelerated convertible subordinated debt discount amortization
|
|
|
31.5
|
|
|
|
|
115.6
|
|
|
|
|
172.4
|
|
|
|||
Income (loss) before income taxes and subordinated debt conversions (non-GAAP)
|
|
|
$
|
616.4
|
|
|
|
|
$
|
682.9
|
|
|
|
|
$
|
(172.7
|
)
|
|
•
|
lower yields on loans; and
|
•
|
increased balance of low-yielding money market investments.
|
•
|
decreased accelerated amortization on convertible subordinated debt; and
|
•
|
lower cost of funding due to continued favorable change in the mix of funding sources and rates.
|
•
|
lower amortization and accelerated amortization expense on convertible subordinated debt;
|
•
|
lower rates paid on interest-bearing deposits; and
|
•
|
lower cost of funding due to favorable change in the mix of funding sources and rates.
|
•
|
decreased loan portfolio and lower yields on loans; and
|
•
|
increased balance of, and lower rates earned on low-yielding money market investments.
|
|
|
2012
|
|
2011
|
||||||||||||||||||
(Amounts in millions)
|
|
Average
balance
|
|
Amount of
interest
1
|
|
Average
rate
|
|
Average
balance
|
|
Amount of
interest
1
|
|
Average
rate
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Money market investments
|
|
$
|
7,930
|
|
|
$
|
21.1
|
|
|
0.27
|
%
|
|
$
|
5,356
|
|
|
$
|
13.8
|
|
|
0.26
|
%
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Held-to-maturity
|
|
774
|
|
|
42.3
|
|
|
5.47
|
|
|
818
|
|
|
44.7
|
|
|
5.47
|
|
||||
Available-for-sale
|
|
3,047
|
|
|
94.2
|
|
|
3.09
|
|
|
3,895
|
|
|
89.6
|
|
|
2.30
|
|
||||
Trading account
|
|
24
|
|
|
0.7
|
|
|
3.13
|
|
|
58
|
|
|
2.0
|
|
|
3.45
|
|
||||
Total securities
|
|
3,845
|
|
|
137.2
|
|
|
3.57
|
|
|
4,771
|
|
|
136.3
|
|
|
2.86
|
|
||||
Loans held for sale
|
|
187
|
|
|
6.6
|
|
|
3.51
|
|
|
146
|
|
|
5.7
|
|
|
3.94
|
|
||||
Loans
2
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans and leases
|
|
36,400
|
|
|
1,796.1
|
|
|
4.93
|
|
|
36,041
|
|
|
1,924.5
|
|
|
5.34
|
|
||||
FDIC-supported loans
|
|
637
|
|
|
95.9
|
|
|
15.06
|
|
|
856
|
|
|
128.5
|
|
|
15.01
|
|
||||
Total loans
|
|
37,037
|
|
|
1,892.0
|
|
|
5.11
|
|
|
36,897
|
|
|
2,053.0
|
|
|
5.56
|
|
||||
Total interest-earning assets
|
|
48,999
|
|
|
2,056.9
|
|
|
4.20
|
|
|
47,170
|
|
|
2,208.8
|
|
|
4.68
|
|
||||
Cash and due from banks
|
|
1,102
|
|
|
|
|
|
|
1,056
|
|
|
|
|
|
||||||||
Allowance for loan losses
|
|
(986
|
)
|
|
|
|
|
|
(1,272
|
)
|
|
|
|
|
||||||||
Goodwill
|
|
1,015
|
|
|
|
|
|
|
1,015
|
|
|
|
|
|
||||||||
Core deposit and other intangibles
|
|
60
|
|
|
|
|
|
|
78
|
|
|
|
|
|
||||||||
Other assets
|
|
3,089
|
|
|
|
|
|
|
3,363
|
|
|
|
|
|
||||||||
Total assets
|
|
$
|
53,279
|
|
|
|
|
|
|
$
|
51,410
|
|
|
|
|
|
||||||
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Saving and money market
|
|
$
|
22,061
|
|
|
52.3
|
|
|
0.24
|
|
|
$
|
21,476
|
|
|
84.8
|
|
|
0.39
|
|
||
Time
|
|
3,208
|
|
|
23.1
|
|
|
0.72
|
|
|
3,750
|
|
|
35.6
|
|
|
0.95
|
|
||||
Foreign
|
|
1,493
|
|
|
4.7
|
|
|
0.31
|
|
|
1,515
|
|
|
8.1
|
|
|
0.53
|
|
||||
Total interest-bearing deposits
|
26,762
|
|
|
80.1
|
|
|
0.30
|
|
|
26,741
|
|
|
128.5
|
|
|
0.48
|
|
|||||
Borrowed funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities sold, not yet purchased
|
|
8
|
|
|
0.2
|
|
|
2.58
|
|
|
33
|
|
|
1.4
|
|
|
4.21
|
|
||||
Federal funds purchased and security repurchase agreements
|
|
471
|
|
|
0.6
|
|
|
0.13
|
|
|
653
|
|
|
0.8
|
|
|
0.12
|
|
||||
Other short-term borrowings
|
|
19
|
|
|
0.6
|
|
|
2.96
|
|
|
146
|
|
|
4.5
|
|
|
3.08
|
|
||||
Long-term debt
|
|
2,235
|
|
|
225.2
|
|
|
10.08
|
|
|
1,913
|
|
|
297.2
|
|
|
15.54
|
|
||||
Total borrowed funds
|
|
2,733
|
|
|
226.6
|
|
|
8.29
|
|
|
2,745
|
|
|
303.9
|
|
|
11.07
|
|
||||
Total interest-bearing liabilities
|
|
29,495
|
|
|
306.7
|
|
|
1.04
|
|
|
29,486
|
|
|
432.4
|
|
|
1.47
|
|
||||
Noninterest-bearing deposits
|
|
16,668
|
|
|
|
|
|
|
14,531
|
|
|
|
|
|
||||||||
Other liabilities
|
|
605
|
|
|
|
|
|
|
523
|
|
|
|
|
|
||||||||
Total liabilities
|
|
46,768
|
|
|
|
|
|
|
44,540
|
|
|
|
|
|
||||||||
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred equity
|
|
1,768
|
|
|
|
|
|
|
2,257
|
|
|
|
|
|
||||||||
Common equity
|
|
4,745
|
|
|
|
|
|
|
4,614
|
|
|
|
|
|
||||||||
Controlling interest shareholders’ equity
|
6,513
|
|
|
|
|
|
|
6,871
|
|
|
|
|
|
|||||||||
Noncontrolling interests
|
|
(2
|
)
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
||||||||
Total shareholders’ equity
|
|
6,511
|
|
|
|
|
|
|
6,870
|
|
|
|
|
|
||||||||
Total liabilities and shareholders’ equity
|
$
|
53,279
|
|
|
|
|
|
|
$
|
51,410
|
|
|
|
|
|
|||||||
Spread on average interest-bearing funds
|
|
|
|
|
3.16
|
%
|
|
|
|
|
|
3.21
|
%
|
|||||||||
Taxable-equivalent net interest income and net yield on interest-earning assets
|
|
|
$
|
1,750.2
|
|
|
3.57
|
%
|
|
|
|
$
|
1,776.4
|
|
|
3.77
|
%
|
2010
|
|
2009
|
|
2008
|
|||||||||||||||||||||||||||
Average
balance
|
|
Amount of
interest
1
|
|
Average
rate
|
|
Average
balance
|
|
Amount of
interest
1
|
|
Average
rate
|
|
Average
balance
|
|
Amount of
interest
1
|
|
Average
rate
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$
|
4,085
|
|
|
$
|
11.0
|
|
|
0.27
|
%
|
|
$
|
2,380
|
|
|
$
|
7.9
|
|
|
0.33
|
%
|
|
$
|
1,889
|
|
|
$
|
47.8
|
|
|
2.53
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
866
|
|
|
44.3
|
|
|
5.12
|
|
|
1,263
|
|
|
66.9
|
|
|
5.29
|
|
|
1,516
|
|
|
101.3
|
|
|
6.68
|
|
||||||
3,416
|
|
|
91.5
|
|
|
2.68
|
|
|
3,313
|
|
|
104.2
|
|
|
3.14
|
|
|
3,266
|
|
|
162.1
|
|
|
4.97
|
|
||||||
61
|
|
|
2.2
|
|
|
3.64
|
|
|
75
|
|
|
2.7
|
|
|
3.65
|
|
|
43
|
|
|
1.9
|
|
|
4.41
|
|
||||||
4,343
|
|
|
138.0
|
|
|
3.18
|
|
|
4,651
|
|
|
173.8
|
|
|
3.73
|
|
|
4,825
|
|
|
265.3
|
|
|
5.50
|
|
||||||
187
|
|
|
8.9
|
|
|
4.78
|
|
|
226
|
|
|
11.0
|
|
|
4.88
|
|
|
182
|
|
|
10.1
|
|
|
5.52
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
37,116
|
|
|
2,056.1
|
|
|
5.54
|
|
|
40,511
|
|
|
2,269.7
|
|
|
5.60
|
|
|
40,835
|
|
|
2,660.9
|
|
|
6.52
|
|
||||||
1,210
|
|
|
114.4
|
|
|
9.46
|
|
|
1,058
|
|
|
64.4
|
|
|
6.09
|
|
|
—
|
|
|
—
|
|
|
|
|||||||
38,326
|
|
|
2,170.5
|
|
|
5.66
|
|
|
41,569
|
|
|
2,334.1
|
|
|
5.62
|
|
|
40,835
|
|
|
2,660.9
|
|
|
6.52
|
|
||||||
46,941
|
|
|
2,328.4
|
|
|
4.96
|
|
|
48,826
|
|
|
2,526.8
|
|
|
5.17
|
|
|
47,731
|
|
|
2,984.1
|
|
|
6.25
|
|
||||||
1,214
|
|
|
|
|
|
|
1,245
|
|
|
|
|
|
|
1,380
|
|
|
|
|
|
||||||||||||
(1,556
|
)
|
|
|
|
|
|
(1,105
|
)
|
|
|
|
|
|
(547
|
)
|
|
|
|
|
||||||||||||
1,015
|
|
|
|
|
|
|
1,174
|
|
|
|
|
|
|
1,937
|
|
|
|
|
|
||||||||||||
101
|
|
|
|
|
|
|
125
|
|
|
|
|
|
|
137
|
|
|
|
|
|
||||||||||||
3,912
|
|
|
|
|
|
|
3,783
|
|
|
|
|
|
|
3,124
|
|
|
|
|
|
||||||||||||
$
|
51,627
|
|
|
|
|
|
|
$
|
54,048
|
|
|
|
|
|
|
$
|
53,762
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$
|
22,039
|
|
|
126.5
|
|
|
0.57
|
|
|
$
|
22,548
|
|
|
238.0
|
|
|
1.06
|
|
|
$
|
18,185
|
|
|
370.6
|
|
|
2.04
|
|
|||
4,747
|
|
|
59.8
|
|
|
1.26
|
|
|
7,235
|
|
|
168.0
|
|
|
2.32
|
|
|
7,077
|
|
|
258.1
|
|
|
3.65
|
|
||||||
1,626
|
|
|
9.8
|
|
|
0.60
|
|
|
2,011
|
|
|
18.7
|
|
|
0.93
|
|
|
3,166
|
|
|
84.2
|
|
|
2.66
|
|
||||||
28,412
|
|
|
196.1
|
|
|
0.69
|
|
|
31,794
|
|
|
424.7
|
|
|
1.34
|
|
|
28,428
|
|
|
712.9
|
|
|
2.51
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
40
|
|
|
1.8
|
|
|
4.50
|
|
|
41
|
|
|
2.2
|
|
|
5.22
|
|
|
33
|
|
|
1.6
|
|
|
4.82
|
|
||||||
920
|
|
|
1.4
|
|
|
0.16
|
|
|
1,923
|
|
|
5.7
|
|
|
0.30
|
|
|
2,733
|
|
|
53.3
|
|
|
1.95
|
|
||||||
189
|
|
|
9.3
|
|
|
4.93
|
|
|
305
|
|
|
6.8
|
|
|
2.24
|
|
|
4,699
|
|
|
124.0
|
|
|
2.64
|
|
||||||
1,980
|
|
|
383.8
|
|
|
19.38
|
|
|
2,438
|
|
|
178.4
|
|
|
7.32
|
|
|
2,577
|
|
|
110.5
|
|
|
4.29
|
|
||||||
3,129
|
|
|
396.3
|
|
|
12.67
|
|
|
4,707
|
|
|
193.1
|
|
|
4.10
|
|
|
10,042
|
|
|
289.4
|
|
|
2.88
|
|
||||||
31,541
|
|
|
592.4
|
|
|
1.88
|
|
|
36,501
|
|
|
617.8
|
|
|
1.69
|
|
|
38,470
|
|
|
1,002.3
|
|
|
2.61
|
|
||||||
13,318
|
|
|
|
|
|
|
11,053
|
|
|
|
|
|
|
9,145
|
|
|
|
|
|
||||||||||||
576
|
|
|
|
|
|
|
558
|
|
|
|
|
|
|
578
|
|
|
|
|
|
||||||||||||
45,435
|
|
|
|
|
|
|
48,112
|
|
|
|
|
|
|
48,193
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
1,732
|
|
|
|
|
|
|
1,558
|
|
|
|
|
|
|
432
|
|
|
|
|
|
||||||||||||
4,452
|
|
|
|
|
|
|
4,354
|
|
|
|
|
|
|
5,108
|
|
|
|
|
|
||||||||||||
6,184
|
|
|
|
|
|
|
5,912
|
|
|
|
|
|
|
5,540
|
|
|
|
|
|
||||||||||||
8
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
29
|
|
|
|
|
|
||||||||||||
6,192
|
|
|
|
|
|
|
5,936
|
|
|
|
|
|
|
5,569
|
|
|
|
|
|
||||||||||||
$
|
51,627
|
|
|
|
|
|
|
$
|
54,048
|
|
|
|
|
|
|
$
|
53,762
|
|
|
|
|
|
|||||||||
|
|
|
|
3.08
|
%
|
|
|
|
|
|
3.48
|
%
|
|
|
|
|
|
3.64
|
%
|
||||||||||||
|
|
$
|
1,736.0
|
|
|
3.70
|
%
|
|
|
|
$
|
1,909.0
|
|
|
3.91
|
%
|
|
|
|
$
|
1,981.8
|
|
|
4.15
|
%
|
|
|
2012 over 2011
|
|
2011 over 2010
|
||||||||||||||||||||
|
|
Changes due to
|
|
Total changes
|
|
Changes due to
|
|
Total changes
|
||||||||||||||||
(Amounts in millions)
|
|
Volume
|
|
Rate
1
|
|
|
Volume
|
|
Rate
1
|
|
||||||||||||||
INTEREST-EARNING ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market investments
|
|
$
|
6.7
|
|
|
$
|
0.6
|
|
|
$
|
7.3
|
|
|
$
|
3.1
|
|
|
$
|
(0.3
|
)
|
|
$
|
2.8
|
|
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Held-to-maturity
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|
(2.4
|
)
|
|
2.8
|
|
|
0.4
|
|
||||||
Available-for-sale
|
|
(19.5
|
)
|
|
24.1
|
|
|
4.6
|
|
|
11.0
|
|
|
(12.9
|
)
|
|
(1.9
|
)
|
||||||
Trading account
|
|
(1.1
|
)
|
|
(0.2
|
)
|
|
(1.3
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
||||||
Total securities
|
|
(23.0
|
)
|
|
23.9
|
|
|
0.9
|
|
|
8.5
|
|
|
(10.2
|
)
|
|
(1.7
|
)
|
||||||
Loans held for sale
|
|
1.5
|
|
|
(0.6
|
)
|
|
0.9
|
|
|
(1.6
|
)
|
|
(1.6
|
)
|
|
(3.2
|
)
|
||||||
Loans
2
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans and leases
|
|
19.3
|
|
|
(147.7
|
)
|
|
(128.4
|
)
|
|
(57.5
|
)
|
|
(74.1
|
)
|
|
(131.6
|
)
|
||||||
FDIC-supported loans
|
|
(32.9
|
)
|
|
0.3
|
|
|
(32.6
|
)
|
|
(33.4
|
)
|
|
47.5
|
|
|
14.1
|
|
||||||
Total loans
|
|
(13.6
|
)
|
|
(147.4
|
)
|
|
(161.0
|
)
|
|
(90.9
|
)
|
|
(26.6
|
)
|
|
(117.5
|
)
|
||||||
Total interest-earning assets
|
|
(28.4
|
)
|
|
(123.5
|
)
|
|
(151.9
|
)
|
|
(80.9
|
)
|
|
(38.7
|
)
|
|
(119.6
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
INTEREST-BEARING LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Saving and money market
|
|
0.8
|
|
|
(33.3
|
)
|
|
(32.5
|
)
|
|
(1.2
|
)
|
|
(40.5
|
)
|
|
(41.7
|
)
|
||||||
Time
|
|
(3.9
|
)
|
|
(8.6
|
)
|
|
(12.5
|
)
|
|
(9.5
|
)
|
|
(14.7
|
)
|
|
(24.2
|
)
|
||||||
Foreign
|
|
—
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
|
(0.5
|
)
|
|
(1.2
|
)
|
|
(1.7
|
)
|
||||||
Total interest-bearing deposits
|
(3.1
|
)
|
|
(45.3
|
)
|
|
(48.4
|
)
|
|
(11.2
|
)
|
|
(56.4
|
)
|
|
(67.6
|
)
|
|||||||
Borrowed funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities sold, not yet purchased
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(1.2
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
||||||
Federal funds purchased and security repurchase agreements
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.6
|
)
|
||||||
Other short-term borrowings
|
|
(3.8
|
)
|
|
(0.1
|
)
|
|
(3.9
|
)
|
|
(1.3
|
)
|
|
(3.5
|
)
|
|
(4.8
|
)
|
||||||
Long-term debt
|
|
32.4
|
|
|
(104.4
|
)
|
|
(72.0
|
)
|
|
(10.5
|
)
|
|
(76.1
|
)
|
|
(86.6
|
)
|
||||||
Total borrowed funds
|
|
27.8
|
|
|
(105.1
|
)
|
|
(77.3
|
)
|
|
(12.4
|
)
|
|
(80.0
|
)
|
|
(92.4
|
)
|
||||||
Total interest-bearing liabilities
|
|
24.7
|
|
|
(150.4
|
)
|
|
(125.7
|
)
|
|
(23.6
|
)
|
|
(136.4
|
)
|
|
(160.0
|
)
|
||||||
Change in taxable-equivalent net interest income
|
$
|
(53.1
|
)
|
|
$
|
26.9
|
|
|
$
|
(26.2
|
)
|
|
$
|
(57.3
|
)
|
|
$
|
97.7
|
|
|
$
|
40.4
|
|
(Amounts in millions)
|
|
2012
|
|
Percent change
|
|
2011
|
|
Percent change
|
|
2010
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Service charges and fees on deposit accounts
|
|
$
|
176.4
|
|
|
1.1
|
%
|
|
$
|
174.4
|
|
|
(12.7
|
)%
|
|
$
|
199.7
|
|
Other service charges, commissions and fees
|
|
174.4
|
|
|
(6.2
|
)
|
|
185.9
|
|
|
4.2
|
|
|
178.4
|
|
|||
Trust and wealth management income
|
|
28.4
|
|
|
6.4
|
|
|
26.7
|
|
|
(2.9
|
)
|
|
27.5
|
|
|||
Capital markets and foreign exchange
|
|
26.8
|
|
|
(14.6
|
)
|
|
31.4
|
|
|
(16.5
|
)
|
|
37.6
|
|
|||
Dividends and other investment income
|
|
55.8
|
|
|
31.6
|
|
|
42.4
|
|
|
28.1
|
|
|
33.1
|
|
|||
Loan sales and servicing income
|
|
40.0
|
|
|
42.3
|
|
|
28.1
|
|
|
(4.4
|
)
|
|
29.4
|
|
|||
Fair value and nonhedge derivative loss
|
|
(21.8
|
)
|
|
(336.0
|
)
|
|
(5.0
|
)
|
|
68.4
|
|
|
(15.8
|
)
|
|||
Equity securities gains (losses), net
|
|
11.3
|
|
|
73.8
|
|
|
6.5
|
|
|
208.3
|
|
|
(6.0
|
)
|
|||
Fixed income securities gains, net
|
|
19.6
|
|
|
64.7
|
|
|
11.9
|
|
|
7.2
|
|
|
11.1
|
|
|||
Impairment losses on investment securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Impairment losses on investment securities
|
|
(166.3
|
)
|
|
(115.1
|
)
|
|
(77.3
|
)
|
|
50.6
|
|
|
(156.5
|
)
|
|||
Noncredit-related losses on securities not expected to
|
|
|
|
|
|
|
|
|
|
|
||||||||
be sold (recognized in other comprehensive income)
|
|
62.2
|
|
|
42.7
|
|
|
43.6
|
|
|
(38.7
|
)
|
|
71.1
|
|
|||
Net impairment losses on investment securities
|
|
(104.1
|
)
|
|
(208.9
|
)
|
|
(33.7
|
)
|
|
60.5
|
|
|
(85.4
|
)
|
|||
Gain on subordinated debt exchange
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100.0
|
)
|
|
14.5
|
|
|||
Other
|
|
13.1
|
|
|
(55.7
|
)
|
|
29.6
|
|
|
0.3
|
|
|
29.5
|
|
|||
Total
|
|
$
|
419.9
|
|
|
(15.7
|
)
|
|
$
|
498.2
|
|
|
9.8
|
|
|
$
|
453.6
|
|
(Amounts in millions)
|
|
2012
|
|
Percent change
|
|
2011
|
|
Percent change
|
|
2010
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nonhedge derivative income
|
|
$
|
(1.5
|
)
|
|
(122.1
|
)%
|
|
$
|
6.8
|
|
|
(35.2
|
)%
|
|
$
|
10.5
|
|
Total return swap
|
|
(21.7
|
)
|
|
(102.8
|
)
|
|
(10.7
|
)
|
|
53.1
|
|
|
(22.8
|
)
|
|||
Derivative fair value credit adjustments
|
|
1.4
|
|
|
227.3
|
|
|
(1.1
|
)
|
|
68.6
|
|
|
(3.5
|
)
|
|||
Total
|
|
$
|
(21.8
|
)
|
|
336.0
|
|
|
$
|
(5.0
|
)
|
|
68.4
|
|
|
$
|
(15.8
|
)
|
(Amounts in millions)
|
|
2012
|
|
Percent change
|
|
2011
|
|
Percent change
|
|
2010
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Salaries and employee benefits
|
|
$
|
885.7
|
|
|
1.3
|
%
|
|
$
|
874.3
|
|
|
5.9
|
%
|
|
$
|
825.3
|
|
Occupancy, net
|
|
112.9
|
|
|
0.4
|
|
|
112.5
|
|
|
(1.0
|
)
|
|
113.6
|
|
|||
Furniture and equipment
|
|
109.0
|
|
|
3.1
|
|
|
105.7
|
|
|
4.5
|
|
|
101.1
|
|
|||
Other real estate expense
|
|
19.7
|
|
|
(74.6
|
)
|
|
77.6
|
|
|
(46.4
|
)
|
|
144.8
|
|
|||
Credit-related expense
|
|
50.5
|
|
|
(18.0
|
)
|
|
61.6
|
|
|
(13.5
|
)
|
|
71.2
|
|
|||
Provision for unfunded lending commitments
|
|
4.4
|
|
|
147.3
|
|
|
(9.3
|
)
|
|
(97.9
|
)
|
|
(4.7
|
)
|
|||
Legal and professional services
|
|
52.5
|
|
|
34.6
|
|
|
39.0
|
|
|
(1.3
|
)
|
|
39.5
|
|
|||
Advertising
|
|
25.7
|
|
|
(5.5
|
)
|
|
27.2
|
|
|
9.7
|
|
|
24.8
|
|
|||
FDIC premiums
|
|
43.4
|
|
|
(32.1
|
)
|
|
63.9
|
|
|
(37.4
|
)
|
|
102.0
|
|
|||
Amortization of core deposit and other intangibles
|
|
17.0
|
|
|
(15.4
|
)
|
|
20.1
|
|
|
(21.2
|
)
|
|
25.5
|
|
|||
Other
|
|
275.2
|
|
|
(3.8
|
)
|
|
286.0
|
|
|
3.9
|
|
|
275.2
|
|
|||
Total
|
|
$
|
1,596.0
|
|
|
(3.8
|
)
|
|
$
|
1,658.6
|
|
|
(3.5
|
)
|
|
$
|
1,718.3
|
|
(Dollar amounts in millions)
|
|
2012
|
|
Percent change
|
|
|
2011
|
|
Percent change
|
|
|
2010
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Salaries and bonuses
|
|
$
|
745.7
|
|
|
1.6
|
%
|
|
|
$
|
733.7
|
|
|
3.4
|
%
|
|
|
$
|
709.5
|
|
Employee benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Employee health and insurance
|
|
48.6
|
|
|
(1.0
|
)
|
|
|
49.1
|
|
|
13.9
|
|
|
|
43.1
|
|
|||
Retirement
|
|
40.8
|
|
|
(4.0
|
)
|
|
|
42.5
|
|
|
58.0
|
|
|
|
26.9
|
|
|||
Payroll taxes and other
|
|
50.6
|
|
|
3.3
|
|
|
|
49.0
|
|
|
7.0
|
|
|
|
45.8
|
|
|||
Total benefits
|
|
140.0
|
|
|
(0.4
|
)
|
|
|
140.6
|
|
|
21.4
|
|
|
|
115.8
|
|
|||
Total salaries and employee benefits
|
|
$
|
885.7
|
|
|
1.3
|
|
|
|
$
|
874.3
|
|
|
5.9
|
|
|
|
$
|
825.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Full-time equivalent (“FTE”) employees at December 31
|
|
10,368
|
|
|
(2.2
|
)
|
|
|
10,606
|
|
|
0.8
|
|
|
|
10,524
|
|
•
|
improved levels of profitability;
|
•
|
declining credit-related costs including reduced provisions for loan losses;
|
•
|
slow recovering loan growth; and
|
•
|
high levels of deposit growth invested in low-yielding cash-equivalent assets.
|
(Dollar amounts in millions)
|
|
Zions Bank
|
|
CB&T
|
|
Amegy
|
||||||||||||||||||||||||
|
2012
|
2011
|
2010
|
|
2012
|
2011
|
2010
|
|
2012
|
2011
|
2010
|
|||||||||||||||||||
KEY FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total assets
|
|
$
|
17,930
|
|
$
|
17,531
|
|
$
|
16,157
|
|
|
$
|
11,069
|
|
$
|
10,894
|
|
$
|
10,766
|
|
|
$
|
13,119
|
|
$
|
12,282
|
|
$
|
11,406
|
|
Total deposits
|
|
15,575
|
|
14,905
|
|
13,631
|
|
|
9,483
|
|
9,192
|
|
9,219
|
|
|
10,706
|
|
9,731
|
|
8,906
|
|
|||||||||
Net income (loss)
|
|
189.3
|
|
150.5
|
|
(48.3
|
)
|
|
127.1
|
|
134.4
|
|
58.8
|
|
|
166.7
|
|
161.6
|
|
58.6
|
|
|||||||||
Net interest margin
|
|
4.04
|
%
|
4.53
|
%
|
4.29
|
%
|
|
4.71
|
%
|
5.17
|
%
|
5.02
|
%
|
|
3.44
|
%
|
3.95
|
%
|
4.02
|
%
|
|||||||||
RISK-BASED CAPITAL RATIOS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Tier 1 leverage
|
|
10.58
|
%
|
11.59
|
%
|
10.43
|
%
|
|
10.37
|
%
|
10.96
|
%
|
9.94
|
%
|
|
12.03
|
%
|
14.41
|
%
|
13.84
|
%
|
|||||||||
Tier 1 risk-based capital
|
|
12.96
|
%
|
13.37
|
%
|
11.66
|
%
|
|
12.92
|
%
|
13.81
|
%
|
12.40
|
%
|
|
13.91
|
%
|
15.99
|
%
|
15.60
|
%
|
|||||||||
Total risk-based capital
|
|
14.17
|
%
|
14.61
|
%
|
12.88
|
%
|
|
14.18
|
%
|
15.08
|
%
|
13.68
|
%
|
|
15.17
|
%
|
17.26
|
%
|
16.89
|
%
|
|||||||||
CREDIT QUALITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Provision for loan losses
|
|
$
|
88.3
|
|
$
|
128.3
|
|
$
|
350.6
|
|
|
$
|
(7.9
|
)
|
$
|
(9.5
|
)
|
$
|
149.9
|
|
|
$
|
(63.9
|
)
|
$
|
(37.4
|
)
|
$
|
119.3
|
|
Net loan and lease charge-offs
|
|
74.4
|
|
179.5
|
|
321.8
|
|
|
19.8
|
|
53.9
|
|
152.0
|
|
|
4.6
|
|
71.4
|
|
157.9
|
|
|||||||||
Ratio of net charge-offs to average loans and leases
|
|
0.60
|
%
|
1.41
|
%
|
2.39
|
%
|
|
0.24
|
%
|
0.65
|
%
|
1.77
|
%
|
|
0.06
|
%
|
0.91
|
%
|
2.00
|
%
|
|||||||||
Allowance for loan losses
|
|
$
|
350
|
|
$
|
336
|
|
$
|
388
|
|
|
$
|
146
|
|
$
|
186
|
|
$
|
258
|
|
|
$
|
164
|
|
$
|
233
|
|
$
|
342
|
|
Ratio of allowance for loan losses to net loans and leases, at year-end
|
|
2.80
|
%
|
2.64
|
%
|
3.01
|
%
|
|
1.77
|
%
|
2.22
|
%
|
3.05
|
%
|
|
1.94
|
%
|
2.89
|
%
|
4.52
|
%
|
|||||||||
Nonperforming lending-related assets
|
|
$
|
259.0
|
|
$
|
287.6
|
|
$
|
563.0
|
|
|
$
|
150.7
|
|
$
|
200.2
|
|
$
|
273.6
|
|
|
$
|
138.8
|
|
$
|
248.4
|
|
$
|
409.2
|
|
Ratio of nonperforming lending-related assets to net loans and leases and other real estate owned
|
|
2.05
|
%
|
2.23
|
%
|
4.31
|
%
|
|
1.82
|
%
|
2.37
|
%
|
3.22
|
%
|
|
1.63
|
%
|
3.07
|
%
|
5.34
|
%
|
|||||||||
Accruing loans past due 90 days or more
|
|
$
|
2.6
|
|
$
|
5.1
|
|
$
|
8.9
|
|
|
$
|
54.2
|
|
$
|
79.7
|
|
$
|
123.3
|
|
|
$
|
3.4
|
|
$
|
4.8
|
|
$
|
7.8
|
|
Ratio of accruing loan past due 90 days or more to net loans and leases
|
|
0.02
|
%
|
0.04
|
%
|
0.07
|
%
|
|
0.66
|
%
|
0.95
|
%
|
1.46
|
%
|
|
0.04
|
%
|
0.06
|
%
|
0.10
|
%
|
(Dollar amounts in millions)
|
NBA
|
|
NSB
|
|
Vectra
|
|
TCBW
|
||||||||||||||||||||||||||||||||
2012
|
2011
|
2010
|
|
2012
|
2011
|
2010
|
|
2012
|
2011
|
2010
|
|
2012
|
2011
|
2010
|
|||||||||||||||||||||||||
KEY FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total assets
|
$
|
4,575
|
|
$
|
4,485
|
|
$
|
4,397
|
|
|
$
|
4,061
|
|
$
|
4,100
|
|
$
|
4,017
|
|
|
$
|
2,511
|
|
$
|
2,341
|
|
$
|
2,299
|
|
|
$
|
961
|
|
$
|
874
|
|
$
|
850
|
|
Total deposits
|
3,874
|
|
3,731
|
|
3,696
|
|
|
3,604
|
|
3,546
|
|
3,424
|
|
|
2,164
|
|
2,004
|
|
1,923
|
|
|
791
|
|
693
|
|
662
|
|
||||||||||||
Net income (loss)
|
30.9
|
|
25.5
|
|
(7.9
|
)
|
|
21.8
|
|
46.6
|
|
(70.3
|
)
|
|
18.9
|
|
(10.1
|
)
|
6.6
|
|
|
7.9
|
|
2.7
|
|
(0.5
|
)
|
||||||||||||
Net interest margin
|
4.00
|
%
|
4.14
|
%
|
4.30
|
%
|
|
3.19
|
%
|
3.41
|
%
|
3.60
|
%
|
|
4.82
|
%
|
4.92
|
%
|
5.02
|
%
|
|
3.25
|
%
|
3.52
|
%
|
3.76
|
%
|
||||||||||||
RISK-BASED CAPITAL RATIOS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Tier 1 leverage
|
12.12
|
%
|
13.65
|
%
|
12.71
|
%
|
|
10.30
|
%
|
11.70
|
%
|
12.66
|
%
|
|
11.52
|
%
|
11.01
|
%
|
12.05
|
%
|
|
9.39
|
%
|
10.10
|
%
|
10.62
|
%
|
||||||||||||
Tier 1 risk-based capital
|
14.53
|
%
|
17.71
|
%
|
16.90
|
%
|
|
18.94
|
%
|
21.58
|
%
|
21.12
|
%
|
|
12.32
|
%
|
12.52
|
%
|
12.55
|
%
|
|
12.30
|
%
|
13.63
|
%
|
12.90
|
%
|
||||||||||||
Total risk-based capital
|
15.79
|
%
|
18.98
|
%
|
18.19
|
%
|
|
20.22
|
%
|
22.89
|
%
|
22.48
|
%
|
|
13.58
|
%
|
13.79
|
%
|
13.83
|
%
|
|
13.56
|
%
|
14.90
|
%
|
14.16
|
%
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
CREDIT QUALITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Provision for loan losses
|
$
|
(0.6
|
)
|
$
|
9.6
|
|
$
|
53.4
|
|
|
$
|
(9.6
|
)
|
$
|
(38.3
|
)
|
$
|
133.3
|
|
|
$
|
7.0
|
|
$
|
14.0
|
|
$
|
28.2
|
|
|
$
|
0.4
|
|
$
|
7.8
|
|
$
|
17.4
|
|
Net loan and lease charge-offs
|
14.0
|
|
54.4
|
|
111.8
|
|
|
29.8
|
|
55.1
|
|
190.5
|
|
|
9.1
|
|
32.5
|
|
32.3
|
|
|
2.7
|
|
9.0
|
|
15.7
|
|
||||||||||||
Ratio of net charge-offs to average loans and leases
|
0.41
|
%
|
1.66
|
%
|
3.33
|
%
|
|
1.38
|
%
|
2.32
|
%
|
7.48
|
%
|
|
0.45
|
%
|
1.77
|
%
|
1.72
|
%
|
|
0.48
|
%
|
1.55
|
%
|
2.72
|
%
|
||||||||||||
Allowance for loan losses
|
$
|
83
|
|
$
|
98
|
|
$
|
143
|
|
|
$
|
90
|
|
$
|
132
|
|
$
|
226
|
|
|
$
|
49
|
|
$
|
51
|
|
$
|
70
|
|
|
$
|
12
|
|
$
|
14
|
|
$
|
15
|
|
Ratio of allowance for loan losses to net loans and leases, at year-end
|
2.31
|
%
|
2.96
|
%
|
4.36
|
%
|
|
4.30
|
%
|
5.89
|
%
|
9.42
|
%
|
|
2.30
|
%
|
2.67
|
%
|
3.84
|
%
|
|
2.06
|
%
|
2.49
|
%
|
2.65
|
%
|
||||||||||||
Nonperforming lending-related assets
|
$
|
70.9
|
|
$
|
130.1
|
|
$
|
209.9
|
|
|
$
|
73.1
|
|
$
|
114.7
|
|
$
|
250.6
|
|
|
$
|
42.3
|
|
$
|
70.7
|
|
$
|
100.3
|
|
|
$
|
10.7
|
|
$
|
12.0
|
|
$
|
20.9
|
|
Ratio of nonperforming lending-related assets to net loans and leases and other real estate owned
|
1.94
|
%
|
3.89
|
%
|
6.22
|
%
|
|
3.47
|
%
|
5.07
|
%
|
10.31
|
%
|
|
1.93
|
%
|
3.61
|
%
|
5.44
|
%
|
|
1.88
|
%
|
2.12
|
%
|
3.64
|
%
|
||||||||||||
Accruing loans past due 90 days or more
|
$
|
0.6
|
|
$
|
3.9
|
|
$
|
1.6
|
|
|
$
|
0.9
|
|
$
|
0.1
|
|
$
|
0.2
|
|
|
$
|
—
|
|
$
|
0.1
|
|
$
|
0.2
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Ratio of accruing loans past due 90 days or more to net loans and leases
|
0.02
|
%
|
0.12
|
%
|
0.05
|
%
|
|
0.04
|
%
|
0.01
|
%
|
0.01
|
%
|
|
—
|
%
|
—
|
%
|
0.01
|
%
|
|
—
|
%
|
—
|
%
|
—
|
%
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
(In millions)
|
|
Amortized
cost
|
|
Carrying
value
|
|
Estimated
fair
value
|
|
Amortized
cost
|
|
Carrying
value
|
|
Estimated
fair
value
|
||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Municipal securities
|
|
$
|
525
|
|
|
$
|
525
|
|
|
$
|
537
|
|
|
$
|
565
|
|
|
$
|
565
|
|
|
$
|
572
|
|
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trust preferred securities – banks and insurance
|
255
|
|
|
213
|
|
|
126
|
|
|
263
|
|
|
222
|
|
|
144
|
|
|||||||
Other
|
|
22
|
|
|
19
|
|
|
12
|
|
|
24
|
|
|
21
|
|
|
14
|
|
||||||
|
|
802
|
|
|
757
|
|
|
675
|
|
|
852
|
|
|
808
|
|
|
730
|
|
||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
104
|
|
|
105
|
|
|
105
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|||||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Agency securities
|
|
109
|
|
|
113
|
|
|
113
|
|
|
153
|
|
|
158
|
|
|
158
|
|
||||||
Agency guaranteed mortgage-backed securities
|
407
|
|
|
425
|
|
|
425
|
|
|
535
|
|
|
553
|
|
|
553
|
|
|||||||
Small Business Administration loan-backed securities
|
|
1,124
|
|
|
1,153
|
|
|
1,153
|
|
|
1,153
|
|
|
1,161
|
|
|
1,161
|
|
||||||
Municipal securities
|
|
75
|
|
|
76
|
|
|
76
|
|
|
121
|
|
|
122
|
|
|
122
|
|
||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trust preferred securities – banks and insurance
|
1,596
|
|
|
949
|
|
|
949
|
|
|
1,794
|
|
|
930
|
|
|
930
|
|
|||||||
Trust preferred securities – real estate investment trusts
|
41
|
|
|
16
|
|
|
16
|
|
|
40
|
|
|
19
|
|
|
19
|
|
|||||||
Auction rate securities
|
|
7
|
|
|
7
|
|
|
7
|
|
|
71
|
|
|
70
|
|
|
70
|
|
||||||
Other
|
|
26
|
|
|
19
|
|
|
19
|
|
|
65
|
|
|
50
|
|
|
50
|
|
||||||
|
|
3,489
|
|
|
2,863
|
|
|
2,863
|
|
|
3,936
|
|
|
3,068
|
|
|
3,068
|
|
||||||
Mutual funds and other
|
|
228
|
|
|
228
|
|
|
228
|
|
|
163
|
|
|
163
|
|
|
163
|
|
||||||
|
|
3,717
|
|
|
3,091
|
|
|
3,091
|
|
|
4,099
|
|
|
3,231
|
|
|
3,231
|
|
||||||
Total
|
|
$
|
4,519
|
|
|
$
|
3,848
|
|
|
$
|
3,766
|
|
|
$
|
4,951
|
|
|
$
|
4,039
|
|
|
$
|
3,961
|
|
|
|
December 31, 2012
|
|
% of carrying value to par
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Net unrealized losses recognized in AOCI
1
|
|
Weighted average discount rate
2
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
(Amounts in millions)
|
|
No. of
tranches
|
|
Par
amount
|
|
Amortized
cost
|
|
Carrying
value
|
|
|
December 31,
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
2012
|
|
2011
|
|
Change
|
||||||||||||||||||||
Performing CDOs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Predominantly bank CDOs
|
|
28
|
|
|
$
|
811
|
|
|
$
|
727
|
|
|
$
|
538
|
|
|
$
|
(189
|
)
|
|
7.8
|
%
|
|
66
|
%
|
|
64
|
%
|
|
2
|
%
|
Insurance-only CDOs
|
|
22
|
|
|
454
|
|
|
449
|
|
|
327
|
|
|
(122
|
)
|
|
8.6
|
|
|
72
|
|
|
79
|
|
|
(7
|
)
|
||||
Other CDOs
|
|
6
|
|
|
54
|
|
|
43
|
|
|
38
|
|
|
(5
|
)
|
|
9.4
|
|
|
70
|
|
|
76
|
|
|
(6
|
)
|
||||
Total performing CDOs
|
|
56
|
|
|
1,319
|
|
|
1,219
|
|
|
903
|
|
|
(316
|
)
|
|
8.1
|
|
|
68
|
|
|
69
|
|
|
(1
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Nonperforming CDOs
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
CDOs credit impaired prior to last 12 months
|
|
18
|
|
|
369
|
|
|
251
|
|
|
109
|
|
|
(142
|
)
|
|
10.7
|
|
|
30
|
|
|
18
|
|
|
12
|
|
||||
CDOs credit impaired during last 12 months
|
|
39
|
|
|
732
|
|
|
441
|
|
|
181
|
|
|
(260
|
)
|
|
9.6
|
|
|
25
|
|
|
12
|
|
|
13
|
|
||||
Total nonperforming CDOs
|
|
57
|
|
|
1,101
|
|
|
692
|
|
|
290
|
|
|
(402
|
)
|
|
10.0
|
|
|
26
|
|
|
16
|
|
|
10
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total CDOs
|
|
113
|
|
|
$
|
2,420
|
|
|
$
|
1,911
|
|
|
$
|
1,193
|
|
|
$
|
(718
|
)
|
|
9.0
|
|
|
49
|
|
|
47
|
|
|
2
|
|
|
|
December 31, 2011
|
|||||||||||||||||||||||||
(Amounts in millions)
|
|
No. of
tranches
|
|
Par
amount
|
Amortized
cost
|
Carrying
value
|
Net unrealized losses recognized in AOCI
1
|
|
Weighted average discount rate
2
|
|
% of carrying value to par
|
||||||||||||||||
Performing CDOs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Predominantly bank CDOs
|
32
|
|
|
$
|
956
|
|
|
$
|
846
|
|
|
$
|
615
|
|
|
|
$
|
(231
|
)
|
|
|
|
7.1%
|
|
|
64%
|
|
Insurance-only CDOs
|
|
21
|
|
|
455
|
|
|
449
|
|
|
359
|
|
|
|
(90
|
)
|
|
|
|
5.8
|
|
|
79
|
||||
Other CDOs
|
|
7
|
|
|
86
|
|
|
74
|
|
|
65
|
|
|
|
(9
|
)
|
|
|
|
6.9
|
|
|
76
|
||||
Total performing CDOs
|
|
60
|
|
|
1,497
|
|
|
1,369
|
|
|
1,039
|
|
|
|
(330
|
)
|
|
|
|
6.7
|
|
|
69
|
||||
Nonperforming CDOs
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deferring interest, but no credit impairment
|
|
3
|
|
|
72
|
|
|
72
|
|
|
17
|
|
|
|
(55
|
)
|
|
|
|
15.2
|
|
|
24
|
||||
Credit impairment prior to last 12 months
|
|
37
|
|
|
676
|
|
|
498
|
|
|
120
|
|
|
|
(378
|
)
|
|
|
|
15.3
|
|
|
18
|
||||
Credit impairment during last 12 months
|
|
18
|
|
|
365
|
|
|
217
|
|
|
43
|
|
|
|
(174
|
)
|
|
|
|
16.2
|
|
|
12
|
||||
Total nonperforming CDOs
|
58
|
|
|
1,113
|
|
|
787
|
|
|
180
|
|
|
|
(607
|
)
|
|
|
|
15.6
|
|
|
16
|
|||||
Total CDOs
|
|
118
|
|
|
$
|
2,610
|
|
|
$
|
2,156
|
|
|
$
|
1,219
|
|
|
|
$
|
(937
|
)
|
|
|
|
10.5
|
|
|
47
|
|
|
|
December 31, 2012
|
||||||||||||||||
(In millions)
|
|
No. of securities
|
|
Par
amount
|
|
Amortized cost
|
|
Fair
value
|
|||||||||||
Year-to-date rating changes
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Upgrade
|
|
|
36
|
|
|
|
$
|
994
|
|
|
|
$
|
898
|
|
|
|
$
|
448
|
|
No change
|
|
|
61
|
|
|
|
1,227
|
|
|
|
881
|
|
|
|
501
|
|
|||
Downgrade
|
|
|
5
|
|
|
|
69
|
|
|
|
48
|
|
|
|
106
|
|
|||
|
|
|
102
|
|
|
|
$
|
2,290
|
|
|
|
$
|
1,827
|
|
|
|
$
|
1,055
|
|
1)
|
We observed the first Section 363 bankruptcy of a bank holding company whose bank did not appear to be in danger of regulatory closure. While the bank had a 2.18% modeled PD, the effective loss will be all of the back interest or approximately 8% of the par amount. In this case, the relative strength of the bank did not bring a sale price for the bank stock held by the holding company sufficient to fully pay off the trust preferred security issued by the holding company.
|
2)
|
We observed the uncertainty of recovery amounts for trust preferred securities issued by bank holding companies when those holding companies file Section 363 bankruptcies. The extent to which a recovery is achieved for the trust preferred security is highly dependent on multiple factors, including the active
|
3)
|
We observed what appeared to be the first instance of regulatory involvement in support of a bank holding company bankruptcy.
|
4)
|
We observed bank holding companies starting into the last year of the allowable five-year deferral period with a well capitalized and in some cases also a profitable bank and several years of improved financial performance and related ratios. In particular, we observed maintenance of regulatory orders precluding, or requiring permission for, holding companies bringing deferred payments current and subsidiary banks making dividend payments to the holding company which, if left in place, will trigger default of the trust preferred securities issued by the holding company and collateralizing the CDOs. After discussion with regulators, we are unable to rule out the possibility that such regulatory orders may cause default.
|
5)
|
We observed a collateral manager for a CDO allowing the restructuring of a holding company trust preferred security from an issuer with a relatively strong underlying bank such that the loss exceeded our modeled PD.
|
|
|
Bank and insurance CDOs at Level 3
|
||||||
|
|
|||||||
(In millions)
|
|
Held-to-maturity
|
|
Available-for-sale
|
||||
OTTI
|
|
|
|
|
||||
Old assumptions
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
Old assumptions with:
|
|
|
|
|
||||
PD overlay
|
|
(4.5
|
)
|
|
(46.2
|
)
|
||
Increased prepayment
|
|
(1.1
|
)
|
|
(1.6
|
)
|
||
New assumptions
|
|
|
|
|
||||
PD overlay and increased prepayment
|
|
(6.4
|
)
|
|
(77.4
|
)
|
||
Effect of new assumptions on OTTI
|
|
(6.2
|
)
|
|
(77.4
|
)
|
||
|
|
|
|
|
||||
Fair value
|
|
|
|
|
||||
Old assumptions
|
|
123
|
|
|
884
|
|
||
Old assumptions with:
|
|
|
|
|
||||
PD overlay
|
|
122
|
|
|
857
|
|
||
Increased prepayment
|
|
125
|
|
|
930
|
|
||
PD overlay and increased prepayment
|
|
123
|
|
|
901
|
|
||
New assumptions
|
|
|
|
|
||||
PD overlay, increased prepayment and fourth quarter 2012 discount rate
|
126
|
|
|
925
|
|
|||
Effect of new assumptions on fair value
|
|
3
|
|
|
41
|
|
(Amounts in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Held-to-maturity
|
|
Available-for-sale
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fair value at December 31, 2012
|
|
|
$
|
126
|
|
|
|
|
$
|
925
|
|
|
|
||||||
|
|
|
Incremental
|
|
Cumulative
|
|
Incremental
|
|
Cumulative
|
||||||||||
Currently Modeled Assumptions
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Expected collateral credit losses
1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss percentage from currently defaulted or deferring collateral
2
|
|
|
5.8
|
%
|
|
|
|
|
24.3
|
%
|
|||||||||
Projected loss percentage from currently performing collateral
|
|
|
|
|
|
|
|
|
|||||||||||
1-year
|
|
|
0.3
|
%
|
|
|
6.1
|
%
|
|
0.3
|
%
|
|
|
24.6
|
%
|
||||
years 2-5
|
|
|
1.7
|
%
|
|
|
7.8
|
%
|
|
1.3
|
%
|
|
|
25.9
|
%
|
||||
years 6-30
|
|
|
11.1
|
%
|
|
|
18.9
|
%
|
|
9.4
|
%
|
|
|
35.3
|
%
|
||||
Discount rate
3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average spread over LIBOR
|
|
|
860
|
|
bps
|
|
|
|
859
|
|
bps
|
|
|
||||||
Sensitivity of Modeled Assumptions
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Increase (decrease) in fair value due to increase in projected loss percentage from currently performing collateral
4
|
25%
|
|
$
|
(0.8
|
)
|
|
|
|
|
$
|
(8.8
|
)
|
|
|
|
||||
|
50%
|
|
(1.5
|
)
|
|
|
|
|
(17.3
|
)
|
|
|
|
||||||
|
100%
|
|
(3.1
|
)
|
|
|
|
|
(34.5
|
)
|
|
|
|
||||||
Increase (decrease) in fair value due to increase in projected loss percentage from currently performing collateral
4
and the immediate default of all deferring collateral with no recovery
|
25%
|
|
$
|
(6.4
|
)
|
|
|
|
|
$
|
(104.8
|
)
|
|
|
|
||||
|
50%
|
|
(7.2
|
)
|
|
|
|
|
(111.1
|
)
|
|
|
|
||||||
|
100%
|
|
(9.0
|
)
|
|
|
|
|
(124.1
|
)
|
|
|
|
||||||
Increase (decrease) in fair value due to
increase in discount rate
|
+100 bps
|
|
$
|
(11.0
|
)
|
|
|
|
|
$
|
(56.8
|
)
|
|
|
|
||||
|
+200 bps
|
|
(20.6
|
)
|
|
|
|
|
(107.3
|
)
|
|
|
|
||||||
Increase (decrease) in fair value due to increase in forward LIBOR curve
|
+100 bps
|
|
$
|
8.6
|
|
|
|
|
|
$
|
37.0
|
|
|
|
|
||||
Increase (decrease) in fair value due to:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
increase in prepayment assumption
5
|
+1%
|
|
$
|
4.1
|
|
|
|
|
|
$
|
25.3
|
|
|
|
|
||||
increase in prepayment assumption
6
|
+2%
|
|
8.3
|
|
|
|
|
|
48.2
|
|
|
|
|
2
|
Weighted average percentage of collateral that is defaulted due to bank failures, or deferring payment as allowed under the terms of the security, including a 0% recovery rate on defaulted collateral and a credit-specific probability of default on deferring collateral which ranges from 12.03% to 100%.
|
6
|
Prepayment rate for small banks increased to 12% per year for the first three years and to 5% per year thereafter through maturity.
|
|
|
|
|
|
Total
|
|
Credit loss
|
|
Valuation losses
1
|
|||||||||||||||||||||||
(Dollar amounts in millions)
|
Number
of securities
|
|
% of
portfolio
|
|
Par
value
|
|
Amortized
cost
|
|
Estimated
fair value
|
|
Unrealized
loss
|
|
Current
year
|
|
Life-to-
date
|
|
Life-to-
date
|
|||||||||||||||
Original ratings of securities, no OTTI recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Original AAA
|
24
|
|
34.4
|
%
|
|
$
|
752
|
|
|
$
|
680
|
|
|
$
|
495
|
|
|
$
|
(185
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(98
|
)
|
Original A
|
16
|
|
16.5
|
|
|
361
|
|
|
361
|
|
|
177
|
|
|
(184
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Original BBB
|
5
|
|
2.1
|
|
|
46
|
|
|
46
|
|
|
20
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total Non-OTTI
|
|
|
53.0
|
|
|
1,159
|
|
|
1,087
|
|
|
692
|
|
|
(395
|
)
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|||||||
Original ratings of securities, OTTI recognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Original AAA
|
1
|
|
2.3
|
|
|
50
|
|
|
44
|
|
|
20
|
|
|
(24
|
)
|
|
—
|
|
|
(5
|
)
|
|
(2
|
)
|
|||||||
Original A
|
45
|
|
41.6
|
|
|
908
|
|
|
600
|
|
|
254
|
|
|
(346
|
)
|
|
(87
|
)
|
|
(312
|
)
|
|
—
|
|
|||||||
Original BBB
|
6
|
|
3.1
|
|
|
67
|
|
|
7
|
|
|
3
|
|
|
(4
|
)
|
|
(17
|
)
|
|
(60
|
)
|
|
—
|
|
|||||||
Total OTTI
|
|
|
47.0
|
|
|
1,025
|
|
|
651
|
|
|
277
|
|
|
(374
|
)
|
|
(104
|
)
|
|
(377
|
)
|
|
(2
|
)
|
|||||||
Total below-investment-grade bank and insurance CDOs
|
|
100.0
|
%
|
|
$
|
2,184
|
|
|
$
|
1,738
|
|
|
$
|
969
|
|
|
$
|
(769
|
)
|
|
$
|
(104
|
)
|
|
$
|
(377
|
)
|
|
$
|
(100
|
)
|
|
|
Average amount of each security held
2
|
||||||||||||||
(In millions)
|
|
Par
value
|
|
Amortized
cost
|
|
Estimated
fair value
|
|
Unrealized
gain (loss)
|
||||||||
Original ratings of securities, no OTTI recognized:
|
|
|
|
|
|
|
|
|
||||||||
Original AAA
|
|
$
|
30
|
|
|
$
|
27
|
|
|
$
|
20
|
|
|
$
|
(7
|
)
|
Original A
|
|
15
|
|
|
15
|
|
|
7
|
|
|
(8
|
)
|
||||
Original BBB
|
|
9
|
|
|
9
|
|
|
4
|
|
|
(5
|
)
|
||||
Original ratings of securities, OTTI recognized:
|
|
|
|
|
|
|
|
|
||||||||
Original AAA
|
|
50
|
|
|
43
|
|
|
20
|
|
|
(23
|
)
|
||||
Original A
|
|
17
|
|
|
11
|
|
|
5
|
|
|
(6
|
)
|
||||
Original BBB
|
|
11
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
Current
lowest
rating
|
|
# of issuers
in collateral
pool
|
|
# of issuers
currently
performing
1
|
|
% of original
collateral
defaulted
2
|
|
% of original
collateral
deferring
3
|
|
Subordination as a % of
performing collateral
4
|
|
Collateral- ization %
5
|
|
Present value of expected
cash flows discounted at
effective rate as a % of par
|
|
Lifetime
additional
assumed incurred loss
from performing
collateral
6
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Original ratings of securities, non-OTTI:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Original AAA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Best
|
BB
|
|
22
|
|
20
|
|
2.6
|
%
|
|
4.3
|
%
|
|
79.9
|
%
|
|
643.0
|
%
|
|
100
|
%
|
|
—
|
|
Weighted average
|
|
|
|
|
|
16.9
|
|
|
10.2
|
|
|
40.1
|
|
|
242.5
|
|
|
100
|
|
|
10.5
|
%
|
|
Worst
|
CC
|
|
31
|
|
15
|
|
28.7
|
|
|
23.1
|
|
|
12.4
|
|
|
145.1
|
|
|
100
|
|
|
13.7
|
|
Original A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Best
|
B
|
|
32
|
|
32
|
|
—
|
|
|
—
|
|
|
27.0
|
|
|
309.3
|
|
|
100
|
|
|
11.6
|
|
Weighted average
|
|
|
|
|
|
2.1
|
|
|
4.4
|
|
|
18.3
|
|
|
153.5
|
|
|
100
|
|
|
12.6
|
|
|
Worst
|
CC
|
|
6
|
|
4
|
|
9.0
|
|
|
7.1
|
|
|
(0.7
|
)
|
7
|
97.3
|
|
8
|
100
|
|
|
13.7
|
|
Original BBB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Best
|
CCC
|
|
32
|
|
32
|
|
—
|
|
|
—
|
|
|
19.4
|
|
|
355.8
|
|
|
100
|
|
|
11.6
|
|
Weighted average
|
|
|
|
|
|
1.3
|
|
|
3.2
|
|
|
12.5
|
|
|
275.8
|
|
|
100
|
|
|
12.8
|
|
|
Worst
|
CC
|
|
21
|
|
18
|
|
4.0
|
|
|
6.7
|
|
|
7.6
|
|
|
234.7
|
|
|
100
|
|
|
13.7
|
|
Original ratings of securities, OTTI:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Original AAA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Single security
|
CCC
|
|
43
|
|
26
|
|
19.9
|
|
|
18.8
|
|
|
23.6
|
|
|
195.0
|
|
|
100
|
|
|
9.7
|
|
Original A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Best
|
CC
|
|
35
|
|
30
|
|
0.8
|
|
|
1.9
|
|
|
(5.9
|
)
|
|
87.4
|
|
|
99
|
|
|
—
|
|
Weighted average
|
|
|
|
|
|
12.5
|
|
|
12.7
|
|
|
(22.3
|
)
|
|
52.5
|
|
|
68
|
|
|
11.4
|
|
|
Worst
|
C
|
|
3
|
|
—
|
|
33.3
|
|
|
27.2
|
|
|
(131.9
|
)
|
|
12.8
|
|
|
25
|
|
|
16.3
|
|
Original BBB
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Best
|
C
|
|
40
|
|
34
|
|
6.3
|
|
|
6.5
|
|
|
(8.1
|
)
|
|
62.3
|
|
|
66
|
|
|
7.1
|
|
Weighted average
|
|
|
|
|
|
16.7
|
|
|
15.9
|
|
|
(44.5
|
)
|
|
(220.1
|
)
|
|
10
|
|
|
9.9
|
|
|
Worst
|
C
|
|
32
|
|
13
|
|
22.0
|
|
|
19.6
|
|
|
(84.1
|
)
|
|
(407.3
|
)
|
|
—
|
|
|
13.4
|
|
1
|
Excludes both defaulted issuers and issuers that have elected to defer payment of current interest.
|
2
|
Collateral is identified as defaulted when a regulator closes an issuing bank.
|
3
|
Collateral is identified as deferring when the Company becomes aware that an issuer has announced or elected to defer interest payment on trust preferred debt.
|
4
|
“Subordination” in the schedule includes the effects of seniority level within the CDOs’ liability structure, the Company’s loss and recovery rate assumption for deferring but not defaulted collateral and a 0% recovery rate for defaulted collateral. The numerator is all collateral less the sum of (i) 100% of the defaulted collateral, (ii) the sum of the projected net loss amounts for each piece of deferring but not defaulted collateral and (iii) the amount of each CDO’s debt which is either senior to or pari passu with our security’s priority level. The denominator is all collateral less the sum of (i) 100% of the defaulted collateral and (ii) the sum of the projected net loss amounts for each piece of deferring but not defaulted collateral. The calculations utilize the Company’s loss assumption of 100% on defaulted collateral and the Company’s issuer specific loss assumption of from 12.03% to 100% dependent on credit for each deferring piece of collateral.
|
5
|
“Collateralization” in the schedule identifies the portion of a CDO tranche that is backed by nondefaulted collateral. The numerator is all collateral less the sum of (i) 100% of the defaulted collateral, (ii) the sum of the projected net loss amounts for each piece of deferring but not defaulted collateral and (iii) the amount of each CDO’s debt which is senior to our security’s priority level. The denominator is the par amount of the tranche. Par is defined as the original par less any principal paydowns. The calculations utilize the Company’s loss assumption of 100% on defaulted collateral and the Company’s issuer specific loss assumption ranging from 12.03% to 100% dependent on credit for each deferring piece of collateral.
|
6
|
This is the same statistic presented in the preceding sensitivity schedule and incorporated in the fair value and OTTI calculations. The statistic is the sum of incremental projected loss percentages from currently paying collateral for year one, years two through five and years six through thirty.
|
7
|
Negative subordination is projected to be remedied by excess spread prior to maturity.
|
8
|
Collateralization shortfall is projected to be remedied by excess spread prior to maturity.
|
|
Total securities
|
|
Within one year
|
|
After one but within five years
|
|
After five but within ten years
|
|
After ten years
|
|||||||||||||||||||||||||
(Amounts in millions)
|
Amount
|
|
Yield*
|
|
Amount
|
|
Yield*
|
|
Amount
|
|
Yield*
|
|
Amount
|
|
Yield*
|
|
Amount
|
|
Yield*
|
|||||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Municipal securities
|
$
|
525
|
|
|
6.2
|
%
|
|
$
|
67
|
|
|
5.8
|
%
|
|
$
|
192
|
|
|
5.9
|
%
|
|
$
|
126
|
|
|
6.2
|
%
|
|
$
|
140
|
|
|
6.8
|
%
|
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Trust preferred securities – banks and insurance
|
255
|
|
|
2.1
|
|
|
1
|
|
|
2.4
|
|
|
2
|
|
|
2.3
|
|
|
45
|
|
|
2.1
|
|
|
207
|
|
|
2.1
|
|
|||||
Other
|
22
|
|
|
1.1
|
|
|
—
|
|
|
|
|
7
|
|
|
1.2
|
|
|
11
|
|
|
1.2
|
|
|
4
|
|
|
1.0
|
|
||||||
|
802
|
|
|
4.8
|
|
|
68
|
|
|
5.7
|
|
|
201
|
|
|
5.7
|
|
|
182
|
|
|
4.9
|
|
|
351
|
|
|
4.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Treasury securities
|
104
|
|
|
0.2
|
|
|
103
|
|
|
0.1
|
|
|
1
|
|
|
8.3
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|||||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Agency securities
|
109
|
|
|
4.5
|
|
|
15
|
|
|
4.5
|
|
|
43
|
|
|
4.4
|
|
|
37
|
|
|
4.2
|
|
|
14
|
|
|
5.0
|
|
|||||
Agency guaranteed mortgage-backed securities
|
407
|
|
|
3.0
|
|
|
67
|
|
|
3.0
|
|
|
174
|
|
|
3.0
|
|
|
98
|
|
|
2.9
|
|
|
68
|
|
|
2.9
|
|
|||||
Small Business Administration loan-backed securities
|
1,124
|
|
|
2.5
|
|
|
224
|
|
|
2.5
|
|
|
540
|
|
|
2.5
|
|
|
249
|
|
|
2.5
|
|
|
111
|
|
|
2.4
|
|
|||||
Municipal securities
|
75
|
|
|
6.7
|
|
|
2
|
|
|
7.5
|
|
|
18
|
|
|
6.7
|
|
|
34
|
|
|
8.2
|
|
|
21
|
|
|
4.2
|
|
|||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Trust preferred securities – banks and insurance
|
1,596
|
|
|
1.2
|
|
|
100
|
|
|
1.4
|
|
|
262
|
|
|
1.3
|
|
|
199
|
|
|
1.2
|
|
|
1,035
|
|
|
1.1
|
|
|||||
Trust preferred securities – real estate investment trusts
|
41
|
|
|
0.8
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
6
|
|
|
0.8
|
|
|
35
|
|
|
0.8
|
|
|||||||
Auction rate securities
|
7
|
|
|
1.0
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
7
|
|
|
1.0
|
|
||||||||
Other
|
26
|
|
|
1.7
|
|
|
4
|
|
|
3.3
|
|
|
9
|
|
|
1.6
|
|
|
4
|
|
|
1.2
|
|
|
9
|
|
|
1.2
|
|
|||||
|
3,489
|
|
|
2.0
|
|
|
515
|
|
|
1.9
|
|
|
1,047
|
|
|
2.4
|
|
|
627
|
|
|
2.5
|
|
|
1,300
|
|
|
1.4
|
|
|||||
Mutual funds and other
|
228
|
|
|
1.3
|
|
|
228
|
|
|
1.3
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||||
|
3,717
|
|
|
1.9
|
|
|
743
|
|
|
1.7
|
|
|
1,047
|
|
|
2.4
|
|
|
627
|
|
|
2.5
|
|
|
1,300
|
|
|
1.4
|
|
|||||
Total
|
$
|
4,519
|
|
|
2.4
|
|
|
$
|
811
|
|
|
2.1
|
|
|
$
|
1,248
|
|
|
2.9
|
|
|
$
|
809
|
|
|
3.1
|
|
|
$
|
1,651
|
|
|
1.9
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
|
|
|
|
|
||||
Municipal securities
|
|
$
|
515
|
|
|
$
|
554
|
|
Other nonrated debt securities
|
|
63
|
|
|
53
|
|
||
|
|
$
|
578
|
|
|
$
|
607
|
|
|
|
December 31,
|
||||||
(In millions)
|
|
2012
|
|
2011
|
||||
|
|
|
|
|
||||
Assumption changes on bank collateral:
|
|
|
|
|
||||
Increased prepayment rate
1
|
|
$
|
2.4
|
|
|
$
|
11.0
|
|
PD overlay
|
|
50.4
|
|
|
|
|||
Combination of increased prepayment
rate and PD overlay
|
|
30.7
|
|
|
|
|||
Increased medium-term PDs
2
|
|
|
|
4.6
|
|
|||
Increased long-term PDs
2
|
|
|
|
2.5
|
|
|||
Prepayments in our CDO pools
|
|
6.2
|
|
|
|
|||
Credit deterioration
|
|
14.4
|
|
|
11.3
|
|
||
Homebuilder bankruptcy
|
|
|
|
4.3
|
|
|||
|
|
$
|
104.1
|
|
|
$
|
33.7
|
|
|
December 31,
|
||||||
(In millions)
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Loans and leases
|
$
|
494
|
|
|
$
|
441
|
|
Held-to-maturity – municipal securities
|
525
|
|
|
565
|
|
||
Available-for-sale – municipal securities
|
75
|
|
|
121
|
|
||
Available-for-sale – auction rate securities
|
7
|
|
|
70
|
|
||
Trading account – municipal securities
|
21
|
|
|
9
|
|
||
Unused commitments to extend credit
|
33
|
|
|
103
|
|
||
Total direct exposure to municipalities
|
$
|
1,155
|
|
|
$
|
1,309
|
|
|
December 31, 2012
|
|
December 31,
|
||||||||||||||||||||||||||||
(Amounts in millions)
|
One year or less
|
|
One year through five years
|
|
Over five years
|
|
Total
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial and industrial
|
$
|
6,416
|
|
|
$
|
3,687
|
|
|
$
|
1,154
|
|
|
$
|
11,257
|
|
|
$
|
10,448
|
|
|
$
|
9,198
|
|
|
$
|
9,653
|
|
|
$
|
11,210
|
|
Leasing
|
39
|
|
|
283
|
|
|
101
|
|
|
423
|
|
|
380
|
|
|
365
|
|
|
409
|
|
|
381
|
|
||||||||
Owner occupied
|
385
|
|
|
1,307
|
|
|
5,897
|
|
|
7,589
|
|
|
8,159
|
|
|
8,212
|
|
|
8,745
|
|
|
8,737
|
|
||||||||
Municipal
|
46
|
|
|
104
|
|
|
344
|
|
|
494
|
|
|
441
|
|
|
438
|
|
|
355
|
|
|
288
|
|
||||||||
Total commercial
|
6,886
|
|
|
5,381
|
|
|
7,496
|
|
|
19,763
|
|
|
19,428
|
|
|
18,213
|
|
|
19,162
|
|
|
20,616
|
|
||||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Construction and land development
|
735
|
|
|
1,007
|
|
|
197
|
|
|
1,939
|
|
|
2,265
|
|
|
3,558
|
|
|
5,535
|
|
|
7,490
|
|
||||||||
Term
|
1,011
|
|
|
3,282
|
|
|
3,770
|
|
|
8,063
|
|
|
7,883
|
|
|
7,564
|
|
|
7,240
|
|
|
6,183
|
|
||||||||
Total commercial real estate
|
1,746
|
|
|
4,289
|
|
|
3,967
|
|
|
10,002
|
|
|
10,148
|
|
|
11,122
|
|
|
12,775
|
|
|
13,673
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Home equity credit line
|
26
|
|
|
122
|
|
|
2,030
|
|
|
2,178
|
|
|
2,187
|
|
|
2,145
|
|
|
2,138
|
|
|
2,009
|
|
||||||||
1-4 family residential
|
37
|
|
|
129
|
|
|
4,184
|
|
|
4,350
|
|
|
3,921
|
|
|
3,504
|
|
|
3,647
|
|
|
3,881
|
|
||||||||
Construction and other consumer real estate
|
132
|
|
|
12
|
|
|
177
|
|
|
321
|
|
|
306
|
|
|
342
|
|
|
458
|
|
|
773
|
|
||||||||
Bankcard and other revolving plans
|
144
|
|
|
139
|
|
|
24
|
|
|
307
|
|
|
291
|
|
|
297
|
|
|
341
|
|
|
374
|
|
||||||||
Other
|
31
|
|
|
158
|
|
|
27
|
|
|
216
|
|
|
226
|
|
|
236
|
|
|
294
|
|
|
386
|
|
||||||||
Total consumer
|
370
|
|
|
560
|
|
|
6,442
|
|
|
7,372
|
|
|
6,931
|
|
|
6,524
|
|
|
6,878
|
|
|
7,423
|
|
||||||||
FDIC-supported loans
|
158
|
|
|
215
|
|
|
155
|
|
|
528
|
|
|
751
|
|
|
971
|
|
|
1,445
|
|
|
—
|
|
||||||||
Total net loans
|
$
|
9,160
|
|
|
$
|
10,445
|
|
|
$
|
18,060
|
|
|
$
|
37,665
|
|
|
$
|
37,258
|
|
|
$
|
36,830
|
|
|
$
|
40,260
|
|
|
$
|
41,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans maturing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
With fixed interest rates
|
$
|
1,259
|
|
|
$
|
4,016
|
|
|
$
|
3,517
|
|
|
$
|
8,792
|
|
|
|
|
|
|
|
|
|
||||||||
With variable interest rates
|
7,901
|
|
|
6,429
|
|
|
14,543
|
|
|
28,873
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
$
|
9,160
|
|
|
$
|
10,445
|
|
|
$
|
18,060
|
|
|
$
|
37,665
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
(In millions)
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Bank-owned life insurance
|
$
|
456
|
|
|
$
|
443
|
|
Federal Home Loan Bank stock
|
109
|
|
|
116
|
|
||
Federal Reserve stock
|
123
|
|
|
132
|
|
||
SBIC investments
|
46
|
|
|
39
|
|
||
Non-SBIC investment funds and other
|
107
|
|
|
121
|
|
||
Trust preferred securities
|
14
|
|
|
14
|
|
||
|
$
|
855
|
|
|
$
|
865
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||
(Amounts in millions)
|
Amount
|
|
% of
total loans
|
|
Amount
|
|
% of
total loans
|
||||||
Commercial:
|
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
$
|
11,257
|
|
|
29.9
|
%
|
|
$
|
10,448
|
|
|
28.0
|
%
|
Leasing
|
423
|
|
|
1.1
|
|
|
380
|
|
|
1.0
|
|
||
Owner occupied
|
7,589
|
|
|
20.1
|
|
|
8,159
|
|
|
21.9
|
|
||
Municipal
|
494
|
|
|
1.3
|
|
|
441
|
|
|
1.2
|
|
||
Total commercial
|
19,763
|
|
|
|
|
19,428
|
|
|
|
||||
Commercial real estate:
|
|
|
|
|
|
|
|
||||||
Construction and land development
|
1,939
|
|
|
5.1
|
|
|
2,265
|
|
|
6.1
|
|
||
Term
|
8,063
|
|
|
21.4
|
|
|
7,883
|
|
|
21.2
|
|
||
Total commercial real estate
|
10,002
|
|
|
|
|
10,148
|
|
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
||||||
Home equity credit line
|
2,178
|
|
|
5.8
|
|
|
2,187
|
|
|
5.9
|
|
||
1-4 family residential
|
4,350
|
|
|
11.6
|
|
|
3,921
|
|
|
10.5
|
|
||
Construction and other consumer real estate
|
321
|
|
|
0.9
|
|
|
306
|
|
|
0.8
|
|
||
Bankcard and other revolving plans
|
307
|
|
|
0.8
|
|
|
291
|
|
|
0.8
|
|
||
Other
|
216
|
|
|
0.6
|
|
|
226
|
|
|
0.6
|
|
||
Total consumer
|
7,372
|
|
|
|
|
6,931
|
|
|
|
||||
FDIC-supported loans
|
528
|
|
|
1.4
|
|
|
751
|
|
|
2.0
|
|
||
Total net loans
|
$
|
37,665
|
|
|
100.0
|
%
|
|
$
|
37,258
|
|
|
100.0
|
%
|
|
Inception through
December 31, 2012 |
||||||||||
(In millions)
|
Total actual net losses
|
|
Threshold
|
||||||||
|
|
|
|
|
|
|
|
||||
Alliance Bank
|
|
$
|
171
|
|
|
|
|
$
|
275
|
|
|
Great Basin Bank
|
|
11
|
|
|
|
|
40
|
|
|
||
Vineyard Bank
|
|
210
|
|
|
|
|
465
|
|
|
||
|
|
$
|
392
|
|
|
|
|
$
|
780
|
|
|
(Amounts in millions)
|
December 31,
2012
|
|
Percent
guaranteed
|
|
December 31,
2011
|
|
Percent
guaranteed
|
||||||||||||
Commercial
|
|
$
|
567
|
|
|
|
|
74%
|
|
|
|
$
|
581
|
|
|
|
|
74%
|
|
Commercial real estate
|
|
20
|
|
|
|
|
76
|
|
|
|
20
|
|
|
|
|
75
|
|
||
Consumer
|
|
3
|
|
|
|
|
100
|
|
|
|
2
|
|
|
|
|
100
|
|
||
Total loans excluding FDIC-supported loans
|
$
|
590
|
|
|
|
|
75
|
|
|
|
$
|
603
|
|
|
|
|
74
|
|
(Amounts in millions)
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Real estate, rental and leasing
|
$
|
2,782
|
|
|
14.1
|
%
|
|
$
|
2,755
|
|
|
14.2
|
%
|
Manufacturing
|
1,999
|
|
|
10.1
|
|
|
2,069
|
|
|
10.6
|
|
||
Mining, quarrying and oil and gas extraction
|
1,992
|
|
|
10.1
|
|
|
1,763
|
|
|
9.1
|
|
||
Retail trade
|
1,661
|
|
|
8.4
|
|
|
1,646
|
|
|
8.5
|
|
||
Wholesale trade
|
1,521
|
|
|
7.7
|
|
|
1,600
|
|
|
8.2
|
|
||
Healthcare and social assistance
|
1,205
|
|
|
6.1
|
|
|
1,245
|
|
|
6.4
|
|
||
Finance and insurance
|
1,093
|
|
|
5.5
|
|
|
865
|
|
|
4.5
|
|
||
Construction
|
1,016
|
|
|
5.1
|
|
|
1,083
|
|
|
5.6
|
|
||
Transportation and warehousing
|
1,001
|
|
|
5.1
|
|
|
949
|
|
|
4.9
|
|
||
Professional, scientific and technical services
|
968
|
|
|
4.9
|
|
|
953
|
|
|
4.9
|
|
||
Accommodation and food services
|
786
|
|
|
4.0
|
|
|
825
|
|
|
4.2
|
|
||
Other
1
|
3,739
|
|
|
18.9
|
|
|
3,675
|
|
|
18.9
|
|
||
Total
|
$
|
19,763
|
|
|
100.0
|
%
|
|
$
|
19,428
|
|
|
100.0
|
%
|
(Amounts in millions)
|
|
|
|
Collateral Location
|
|
% of total CRE
|
|
% of loan type
|
|||||||||||||||||||||||||||||
Loan type
|
|
Balance
1
|
|
Arizona
|
|
Northern
California
|
|
Southern
California
|
|
Nevada
|
|
Colorado
|
|
Texas
|
|
Utah/
Idaho
|
|
Wash-ington
|
|
Other
|
|
|
|||||||||||||||
Commercial term
|
|||||||||||||||||||||||||||||||||||||
Industrial
|
|
|
|
1.65
|
%
|
|
0.89
|
%
|
|
3.27
|
%
|
|
0.70
|
%
|
|
0.83
|
%
|
|
0.96
|
%
|
|
0.86
|
%
|
|
0.35
|
%
|
|
0.88
|
%
|
|
10.39
|
%
|
|
12.76
|
%
|
||
Office
|
|
|
|
2.08
|
|
|
1.66
|
|
|
4.13
|
|
|
0.82
|
|
|
0.92
|
|
|
1.41
|
|
|
2.74
|
|
|
0.36
|
|
|
0.95
|
|
|
15.07
|
|
|
18.52
|
|
||
Retail
|
|
|
|
2.31
|
|
|
1.28
|
|
|
3.80
|
|
|
1.73
|
|
|
0.96
|
|
|
3.21
|
|
|
1.39
|
|
|
0.36
|
|
|
1.74
|
|
|
16.78
|
|
|
20.60
|
|
||
Hotel/motel
|
|
|
|
2.20
|
|
|
0.95
|
|
|
1.49
|
|
|
0.79
|
|
|
0.91
|
|
|
1.21
|
|
|
1.42
|
|
|
0.20
|
|
|
2.74
|
|
|
11.91
|
|
|
14.62
|
|
||
Acquisition/development
|
|
|
0.05
|
|
|
0.06
|
|
|
0.52
|
|
|
0.06
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.70
|
|
|
0.86
|
|
|||
Medical
|
|
|
|
0.60
|
|
|
0.08
|
|
|
0.76
|
|
|
0.77
|
|
|
0.03
|
|
|
0.43
|
|
|
0.30
|
|
|
0.09
|
|
|
0.09
|
|
|
3.15
|
|
|
3.87
|
|
||
Recreation/restaurant
|
|
|
0.41
|
|
|
0.09
|
|
|
0.72
|
|
|
0.19
|
|
|
0.09
|
|
|
0.33
|
|
|
0.20
|
|
|
0.09
|
|
|
0.63
|
|
|
2.75
|
|
|
3.37
|
|
|||
Multifamily
|
|
|
|
1.79
|
|
|
0.51
|
|
|
5.51
|
|
|
0.27
|
|
|
0.78
|
|
|
1.41
|
|
|
1.74
|
|
|
0.46
|
|
|
0.92
|
|
|
13.39
|
|
|
16.45
|
|
||
Other
|
|
|
|
0.81
|
|
|
0.66
|
|
|
1.81
|
|
|
0.78
|
|
|
0.79
|
|
|
0.33
|
|
|
1.28
|
|
|
0.16
|
|
|
0.67
|
|
|
7.29
|
|
|
8.95
|
|
||
Total
|
|
$
|
7,909
|
|
|
11.90
|
|
|
6.18
|
|
|
22.01
|
|
|
6.11
|
|
|
5.32
|
|
|
9.29
|
|
|
9.93
|
|
|
2.07
|
|
|
8.62
|
|
|
81.43
|
|
|
100.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Residential construction and land development
|
|||||||||||||||||||||||||||||||||||||
Single family housing
|
|
|
0.18
|
|
|
0.30
|
|
|
0.66
|
|
|
—
|
|
|
0.25
|
|
|
0.99
|
|
|
0.03
|
|
|
0.03
|
|
|
—
|
|
|
2.44
|
|
|
35.29
|
|
|||
Acquisition/development
|
|
|
0.63
|
|
|
0.06
|
|
|
0.21
|
|
|
—
|
|
|
0.06
|
|
|
1.07
|
|
|
0.61
|
|
|
—
|
|
|
0.12
|
|
|
2.76
|
|
|
40.04
|
|
|||
Loan lot investor
|
|
|
|
0.18
|
|
|
0.06
|
|
|
0.40
|
|
|
0.01
|
|
|
0.05
|
|
|
0.13
|
|
|
0.41
|
|
|
0.01
|
|
|
0.12
|
|
|
1.37
|
|
|
19.77
|
|
||
Condo
|
|
|
|
—
|
|
|
—
|
|
|
0.16
|
|
|
—
|
|
|
—
|
|
|
0.04
|
|
|
0.05
|
|
|
—
|
|
|
0.09
|
|
|
0.34
|
|
|
4.90
|
|
||
Total
|
|
671
|
|
|
0.99
|
|
|
0.42
|
|
|
1.43
|
|
|
0.01
|
|
|
0.36
|
|
|
2.23
|
|
|
1.10
|
|
|
0.04
|
|
|
0.33
|
|
|
6.91
|
|
|
100.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commercial construction and land development
|
|||||||||||||||||||||||||||||||||||||
Industrial
|
|
|
|
0.02
|
|
|
—
|
|
|
0.06
|
|
|
—
|
|
|
—
|
|
|
0.22
|
|
|
—
|
|
|
0.02
|
|
|
0.03
|
|
|
0.35
|
|
|
2.96
|
|
||
Office
|
|
|
|
0.01
|
|
|
0.14
|
|
|
0.44
|
|
|
0.05
|
|
|
—
|
|
|
0.62
|
|
|
0.17
|
|
|
—
|
|
|
0.03
|
|
|
1.46
|
|
|
12.52
|
|
||
Retail
|
|
|
|
0.11
|
|
|
0.04
|
|
|
0.18
|
|
|
0.03
|
|
|
0.10
|
|
|
0.34
|
|
|
0.42
|
|
|
—
|
|
|
0.03
|
|
|
1.25
|
|
|
10.71
|
|
||
Hotel/motel
|
|
|
|
0.06
|
|
|
—
|
|
|
0.05
|
|
|
—
|
|
|
0.05
|
|
|
0.15
|
|
|
0.06
|
|
|
—
|
|
|
0.02
|
|
|
0.39
|
|
|
3.37
|
|
||
Acquisition/development
|
|
|
0.33
|
|
|
0.23
|
|
|
0.29
|
|
|
0.34
|
|
|
0.47
|
|
|
0.96
|
|
|
0.81
|
|
|
0.07
|
|
|
0.05
|
|
|
3.55
|
|
|
30.53
|
|
|||
Medical
|
|
|
|
0.04
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.05
|
|
|
0.17
|
|
|
—
|
|
|
—
|
|
|
0.26
|
|
|
2.26
|
|
||
Multifamily
|
|
|
|
0.25
|
|
|
0.06
|
|
|
0.94
|
|
|
0.06
|
|
|
0.17
|
|
|
1.32
|
|
|
0.67
|
|
|
0.03
|
|
|
0.05
|
|
|
3.55
|
|
|
30.36
|
|
||
Other
|
|
|
|
0.06
|
|
|
—
|
|
|
0.03
|
|
|
0.17
|
|
|
0.06
|
|
|
0.27
|
|
|
0.26
|
|
|
—
|
|
|
—
|
|
|
0.85
|
|
|
7.29
|
|
||
Total
|
|
1,133
|
|
|
0.88
|
|
|
0.47
|
|
|
1.99
|
|
|
0.65
|
|
|
0.85
|
|
|
3.93
|
|
|
2.56
|
|
|
0.12
|
|
|
0.21
|
|
|
11.66
|
|
|
100.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total construction and land development
|
|
1,804
|
|
|
1.87
|
|
|
0.89
|
|
|
3.42
|
|
|
0.66
|
|
|
1.21
|
|
|
6.16
|
|
|
3.66
|
|
|
0.16
|
|
|
0.54
|
|
|
18.57
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total commercial real estate
|
|
$
|
9,713
|
|
|
13.77
|
|
|
7.07
|
|
|
25.43
|
|
|
6.77
|
|
|
6.53
|
|
|
15.45
|
|
|
13.59
|
|
|
2.23
|
|
|
9.16
|
|
|
100.00
|
|
|
|
(Amounts in millions)
|
|
Collateral Location
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
Loan type
|
|
As of
date
|
|
Arizona
|
|
Northern
California
|
|
Southern
California
|
|
Nevada
|
|
Colorado
|
|
Texas
|
|
Utah/
Idaho
|
|
Wash-ington
|
|
Other
1
|
|
Total
|
|
% of
total
CRE
|
|||||||||||||||||||||
Commercial term
|
|||||||||||||||||||||||||||||||||||||||||||||
Balance outstanding
|
|
12/31/2012
|
|
$
|
1,180
|
|
|
$
|
604
|
|
|
$
|
2,155
|
|
|
$
|
605
|
|
|
$
|
518
|
|
|
$
|
934
|
|
|
$
|
1,013
|
|
|
$
|
205
|
|
|
$
|
849
|
|
|
$
|
8,063
|
|
|
80.6
|
%
|
% of loan type
|
|
|
|
14.7
|
%
|
|
7.5
|
%
|
|
26.7
|
%
|
|
7.5
|
%
|
|
6.4
|
%
|
|
11.6
|
%
|
|
12.6
|
%
|
|
2.5
|
%
|
|
10.5
|
%
|
|
100.0
|
%
|
|
|
|||||||||||
Delinquency rates
2
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
30-89 days
|
|
12/31/2012
|
|
0.2
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
|
—
|
|
|
0.1
|
%
|
|
0.2
|
%
|
|
1.3
|
%
|
|
1.6
|
%
|
|
0.3
|
%
|
|
|
|||||||||||
|
|
12/31/2011
|
|
0.6
|
%
|
|
0.4
|
%
|
|
1.2
|
%
|
|
0.5
|
%
|
|
0.5
|
%
|
|
1.6
|
%
|
|
0.5
|
%
|
|
—
|
|
|
1.1
|
%
|
|
0.9
|
%
|
|
|
|||||||||||
≥ 90 days
|
|
12/31/2012
|
|
0.3
|
%
|
|
1.3
|
%
|
|
0.5
|
%
|
|
0.8
|
%
|
|
0.7
|
%
|
|
0.5
|
%
|
|
0.1
|
%
|
|
—
|
|
|
2.1
|
%
|
|
0.7
|
%
|
|
|
|||||||||||
|
|
12/31/2011
|
|
0.9
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
|
0.4
|
%
|
|
—
|
|
|
1.7
|
%
|
|
0.6
|
%
|
|
—
|
|
|
2.1
|
%
|
|
0.8
|
%
|
|
|
|||||||||||
Accruing loans past due 90 days or more
|
|
12/31/2012
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
12/31/2011
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
|
|||||||||||
Nonaccrual loans
|
|
12/31/2012
|
|
10
|
|
|
9
|
|
|
19
|
|
|
14
|
|
|
11
|
|
|
8
|
|
|
4
|
|
|
3
|
|
|
47
|
|
|
125
|
|
|
|
|||||||||||
|
|
12/31/2011
|
|
14
|
|
|
3
|
|
|
27
|
|
|
37
|
|
|
14
|
|
|
23
|
|
|
9
|
|
|
—
|
|
|
29
|
|
|
156
|
|
|
|
|||||||||||
Residential construction and land development
|
|||||||||||||||||||||||||||||||||||||||||||||
Balance outstanding
|
|
12/31/2012
|
|
$
|
96
|
|
|
$
|
42
|
|
|
$
|
156
|
|
|
$
|
1
|
|
|
$
|
35
|
|
|
$
|
234
|
|
|
$
|
111
|
|
|
$
|
4
|
|
|
$
|
35
|
|
|
$
|
714
|
|
|
7.1
|
%
|
% of loan type
|
|
|
|
13.4
|
%
|
|
5.9
|
%
|
|
21.8
|
%
|
|
0.1
|
%
|
|
5.0
|
%
|
|
32.8
|
%
|
|
15.5
|
%
|
|
0.6
|
%
|
|
4.9
|
%
|
|
100.0
|
%
|
|
|
|||||||||||
Delinquency rates
2
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
30-89 days
|
|
12/31/2012
|
|
0.6
|
%
|
|
1.0
|
%
|
|
0.4
|
%
|
|
10.7
|
%
|
|
4.9
|
%
|
|
7.9
|
%
|
|
0.2
|
%
|
|
—
|
|
|
—
|
|
|
3.1
|
%
|
|
|
|||||||||||
|
|
12/31/2011
|
|
0.6
|
%
|
|
14.1
|
%
|
|
—
|
|
|
0.8
|
%
|
|
13.8
|
%
|
|
0.4
|
%
|
|
0.2
|
%
|
|
—
|
|
|
—
|
|
|
1.3
|
%
|
|
|
|||||||||||
≥ 90 days
|
|
12/31/2012
|
|
0.7
|
%
|
|
—
|
|
|
0.2
|
%
|
|
—
|
|
|
0.5
|
%
|
|
6.7
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
%
|
|
|
|||||||||||
|
|
12/31/2011
|
|
2.7
|
%
|
|
—
|
|
|
3.9
|
%
|
|
6.8
|
%
|
|
5.3
|
%
|
|
11.6
|
%
|
|
4.5
|
%
|
|
24.1
|
%
|
|
—
|
|
|
6.7
|
%
|
|
|
|||||||||||
Accruing loans past due 90 days or more
|
|
12/31/2012
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
|
|
|
|
12/31/2011
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|||||||||||
Nonaccrual loans
|
|
12/31/2012
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
|
|||||||||||
|
|
12/31/2011
|
|
13
|
|
|
—
|
|
|
6
|
|
|
5
|
|
|
2
|
|
|
50
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
|
|||||||||||
Commercial construction and land development
|
|||||||||||||||||||||||||||||||||||||||||||||
Balance outstanding
|
|
12/31/2012
|
|
$
|
86
|
|
|
$
|
49
|
|
|
$
|
194
|
|
|
$
|
68
|
|
|
$
|
85
|
|
|
$
|
452
|
|
|
$
|
254
|
|
|
$
|
12
|
|
|
$
|
25
|
|
|
$
|
1,225
|
|
|
12.3
|
%
|
% of loan type
|
|
|
|
7.0
|
%
|
|
4.0
|
%
|
|
15.8
|
%
|
|
5.6
|
%
|
|
6.9
|
%
|
|
36.9
|
%
|
|
20.7
|
%
|
|
1.0
|
%
|
|
2.1
|
%
|
|
100.0
|
%
|
|
|
|||||||||||
Delinquency rates
2
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
30-89 days
|
|
12/31/2012
|
|
2.4
|
%
|
|
—
|
|
|
—
|
|
|
27.9
|
%
|
|
0.4
|
%
|
|
2.0
|
%
|
|
2.3
|
%
|
|
—
|
|
|
7.3
|
%
|
|
3.1
|
%
|
|
|
|||||||||||
|
|
12/31/2011
|
|
1.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
%
|
|
1.7
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
%
|
|
|
|||||||||||
≥ 90 days
|
|
12/31/2012
|
|
—
|
|
|
2.6
|
%
|
|
0.1
|
%
|
|
0.2
|
%
|
|
—
|
|
|
4.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
%
|
|
|
|||||||||||
|
|
12/31/2011
|
|
2.1
|
%
|
|
—
|
|
|
1.1
|
%
|
|
5.6
|
%
|
|
5.5
|
%
|
|
6.0
|
%
|
|
1.7
|
%
|
|
—
|
|
|
—
|
|
|
3.6
|
%
|
|
|
|||||||||||
Accruing loans past due 90 days or more
|
|
12/31/2012
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
12/31/2011
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
|||||||||||
Nonaccrual loans
|
|
12/31/2012
|
|
—
|
|
|
1
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
29
|
|
|
14
|
|
|
3
|
|
|
—
|
|
|
69
|
|
|
|
|||||||||||
|
|
12/31/2011
|
|
6
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
9
|
|
|
82
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|
|
|||||||||||
Total construction and land development
|
|
12/31/2012
|
|
$
|
182
|
|
|
$
|
91
|
|
|
$
|
350
|
|
|
$
|
69
|
|
|
$
|
120
|
|
|
$
|
686
|
|
|
$
|
365
|
|
|
$
|
16
|
|
|
$
|
60
|
|
|
$
|
1,939
|
|
|
|
|
Total commercial real estate
|
|
12/31/2012
|
|
$
|
1,362
|
|
|
$
|
695
|
|
|
$
|
2,505
|
|
|
$
|
674
|
|
|
$
|
638
|
|
|
$
|
1,620
|
|
|
$
|
1,378
|
|
|
$
|
221
|
|
|
$
|
909
|
|
|
$
|
10,002
|
|
|
100.0
|
%
|
(In millions)
|
|
|
December 31, 2012
|
|
|
|
December 31, 2011
|
|
||||||||||||||||
Year of
origination
|
|
Outstanding
balance
|
|
Total
commitments
|
|
Outstanding
balance
|
|
Total
commitments
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2012
|
|
|
$
|
117
|
|
|
|
|
$
|
234
|
|
|
|
|
|
|
|
|
|
|
||||
2011
|
|
|
97
|
|
|
|
|
182
|
|
|
|
|
$
|
109
|
|
|
|
|
$
|
206
|
|
|
||
2010
|
|
|
68
|
|
|
|
|
122
|
|
|
|
|
84
|
|
|
|
|
147
|
|
|
||||
2009
|
|
|
65
|
|
|
|
|
125
|
|
|
|
|
83
|
|
|
|
|
149
|
|
|
||||
2008
|
|
|
158
|
|
|
|
|
250
|
|
|
|
|
184
|
|
|
|
|
262
|
|
|
||||
2007
|
|
|
189
|
|
|
|
|
295
|
|
|
|
|
228
|
|
|
|
|
299
|
|
|
||||
2006 and prior
|
|
|
419
|
|
|
|
|
910
|
|
|
|
|
492
|
|
|
|
|
918
|
|
|
||||
Total
|
|
|
$
|
1,113
|
|
|
|
|
$
|
2,118
|
|
|
|
|
$
|
1,180
|
|
|
|
|
$
|
1,981
|
|
|
|
|
Percentage of HECL portfolio
|
||||
|
|
December 31,
|
||||
CLTV
|
|
2012
|
|
2011
|
||
|
|
|
|
|
||
>100%
|
|
14
|
%
|
|
17
|
%
|
90-100%
|
|
9
|
|
|
11
|
|
80-89%
|
|
13
|
|
|
15
|
|
< 80%
|
|
64
|
|
|
57
|
|
|
|
100
|
%
|
|
100
|
%
|
(Amounts in millions)
|
|
December 31,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Nonaccrual loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held for sale
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial and industrial
|
|
91
|
|
|
127
|
|
|
224
|
|
|
319
|
|
|
148
|
|
|||||
Leasing
|
|
1
|
|
|
2
|
|
|
1
|
|
|
11
|
|
|
8
|
|
|||||
Owner occupied
|
|
206
|
|
|
239
|
|
|
342
|
|
|
474
|
|
|
158
|
|
|||||
Municipal
|
|
9
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development
|
|
108
|
|
|
220
|
|
|
494
|
|
|
825
|
|
|
457
|
|
|||||
Term
|
|
125
|
|
|
156
|
|
|
264
|
|
|
228
|
|
|
44
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate
|
|
89
|
|
|
121
|
|
|
163
|
|
|
162
|
|
|
97
|
|
|||||
Other
|
|
2
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
4
|
|
|||||
Nonaccrual loans, excluding FDIC-supported loans
|
|
631
|
|
|
886
|
|
|
1,493
|
|
|
2,023
|
|
|
946
|
|
|||||
Other real estate owned:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial properties
|
|
45
|
|
|
58
|
|
|
99
|
|
|
85
|
|
|
36
|
|
|||||
Developed land
|
|
10
|
|
|
4
|
|
|
6
|
|
|
14
|
|
|
7
|
|
|||||
Land
|
|
8
|
|
|
17
|
|
|
33
|
|
|
35
|
|
|
2
|
|
|||||
Residential:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family
|
|
8
|
|
|
19
|
|
|
53
|
|
|
50
|
|
|
40
|
|
|||||
Developed land
|
|
14
|
|
|
21
|
|
|
50
|
|
|
119
|
|
|
71
|
|
|||||
Land
|
|
5
|
|
|
10
|
|
|
18
|
|
|
33
|
|
|
36
|
|
|||||
Other real estate owned, excluding FDIC-supported assets
|
|
90
|
|
|
129
|
|
|
259
|
|
|
336
|
|
|
192
|
|
|||||
Total nonperforming lending-related assets, excluding FDIC-supported assets
|
|
721
|
|
|
1,015
|
|
|
1,752
|
|
|
2,359
|
|
|
1,138
|
|
|||||
FDIC-supported nonaccrual loans
|
|
17
|
|
|
25
|
|
|
36
|
|
|
356
|
|
|
—
|
|
|||||
FDIC-supported other real estate owned
|
|
8
|
|
|
24
|
|
|
40
|
|
|
54
|
|
|
—
|
|
|||||
FDIC supported nonperforming lending-related assets
|
|
25
|
|
|
49
|
|
|
76
|
|
|
410
|
|
|
—
|
|
|||||
Total nonperforming lending-related assets
|
|
$
|
746
|
|
|
$
|
1,064
|
|
|
$
|
1,828
|
|
|
$
|
2,769
|
|
|
$
|
1,138
|
|
Ratio of nonperforming lending-related assets to loans and leases
1
and other real estate owned
|
|
1.96
|
%
|
|
2.83
|
%
|
|
4.90
|
%
|
|
6.78
|
%
|
|
2.70
|
%
|
|||||
Accruing loans past due 90 days or more:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
$
|
6
|
|
|
$
|
8
|
|
|
$
|
11
|
|
|
$
|
53
|
|
|
$
|
50
|
|
Commercial real estate
|
|
1
|
|
|
7
|
|
|
7
|
|
|
33
|
|
|
48
|
|
|||||
Consumer
|
|
3
|
|
|
4
|
|
|
5
|
|
|
21
|
|
|
32
|
|
|||||
Total excluding FDIC-supported loans
|
|
10
|
|
|
19
|
|
|
23
|
|
|
107
|
|
|
130
|
|
|||||
FDIC-supported nonaccrual loans
|
|
52
|
|
|
75
|
|
|
119
|
|
|
56
|
|
|
—
|
|
|||||
Total
|
|
$
|
62
|
|
|
$
|
94
|
|
|
$
|
142
|
|
|
$
|
163
|
|
|
$
|
130
|
|
Ratio of accruing loans past due 90 days or more to loans and leases
1
|
|
0.16
|
%
|
|
0.25
|
%
|
|
0.38
|
%
|
|
0.40
|
%
|
|
0.31
|
%
|
|
December 31,
|
||||||
(In millions)
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Restructured loans – accruing
|
$
|
407
|
|
|
$
|
448
|
|
Restructured loans – nonaccruing
|
216
|
|
|
296
|
|
||
Total
|
$
|
623
|
|
|
$
|
744
|
|
|
December 31,
|
||||||
(In millions)
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Balance at beginning of year
|
$
|
744
|
|
|
$
|
755
|
|
New identified TDRs and principal increases
|
321
|
|
|
463
|
|
||
Payments and payoffs
|
(249
|
)
|
|
(154
|
)
|
||
Charge-offs
|
(32
|
)
|
|
(74
|
)
|
||
No longer reported as TDRs
|
(65
|
)
|
|
(174
|
)
|
||
Sales and other
|
(96
|
)
|
|
(72
|
)
|
||
Balance at end of year
|
$
|
623
|
|
|
$
|
744
|
|
(Amounts in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Loans and leases outstanding on December 31, (net of unearned income)
|
|
$
|
37,665
|
|
|
$
|
37,258
|
|
|
$
|
36,830
|
|
|
$
|
40,260
|
|
|
$
|
41,712
|
|
Average loans and leases outstanding, (net of unearned income)
|
|
$
|
37,037
|
|
|
$
|
36,897
|
|
|
$
|
38,326
|
|
|
$
|
41,569
|
|
|
$
|
40,835
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of year
|
|
$
|
1,052
|
|
|
$
|
1,442
|
|
|
$
|
1,532
|
|
|
$
|
688
|
|
|
$
|
460
|
|
Allowance associated with purchased securitized loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Allowance of loans and leases sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Provision charged against earnings
|
|
14
|
|
|
75
|
|
|
853
|
|
|
2,017
|
|
|
648
|
|
|||||
Adjustment for FDIC-supported loans
|
|
(15
|
)
|
|
(9
|
)
|
|
40
|
|
|
2
|
|
|
—
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
(121
|
)
|
|
(241
|
)
|
|
(417
|
)
|
|
(373
|
)
|
|
(100
|
)
|
|||||
Commercial real estate
|
|
(85
|
)
|
|
(229
|
)
|
|
(517
|
)
|
|
(713
|
)
|
|
(269
|
)
|
|||||
Consumer
|
|
(61
|
)
|
|
(90
|
)
|
|
(140
|
)
|
|
(170
|
)
|
|
(45
|
)
|
|||||
Total
|
|
(267
|
)
|
|
(560
|
)
|
|
(1,074
|
)
|
|
(1,256
|
)
|
|
(414
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
56
|
|
|
55
|
|
|
35
|
|
|
51
|
|
|
9
|
|
|||||
Commercial real estate
|
|
42
|
|
|
35
|
|
|
44
|
|
|
21
|
|
|
7
|
|
|||||
Consumer
|
|
14
|
|
|
14
|
|
|
12
|
|
|
9
|
|
|
5
|
|
|||||
Total
|
|
112
|
|
|
104
|
|
|
91
|
|
|
81
|
|
|
21
|
|
|||||
Net loan and lease charge-offs
|
|
(155
|
)
|
|
(456
|
)
|
|
(983
|
)
|
|
(1,175
|
)
|
|
(393
|
)
|
|||||
Reclassification to reserve for unfunded lending commitments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||
Balance at end of year
|
|
$
|
896
|
|
|
$
|
1,052
|
|
|
$
|
1,442
|
|
|
$
|
1,532
|
|
|
$
|
688
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of net charge-offs to average loans and leases
|
|
0.42
|
%
|
|
1.24
|
%
|
|
2.56
|
%
|
|
2.83
|
%
|
|
0.96
|
%
|
|||||
Ratio of allowance for loan losses to net loans and leases, on December 31,
|
|
2.38
|
%
|
|
2.82
|
%
|
|
3.92
|
%
|
|
3.81
|
%
|
|
1.65
|
%
|
|||||
Ratio of allowance for loan losses to nonperforming loans, on December 31,
|
|
138.25
|
%
|
|
115.43
|
%
|
|
94.32
|
%
|
|
64.40
|
%
|
|
72.66
|
%
|
|||||
Ratio of allowance for loan losses to nonaccrual loans and accruing loans past due 90 days or more, on December 31,
|
|
126.22
|
%
|
|
104.67
|
%
|
|
86.31
|
%
|
|
60.27
|
%
|
|
63.92
|
%
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||||||||||||||||||||||||||
|
% of total loans
|
|
Allocation of allowance
|
|
% of total loans
|
|
Allocation of allowance
|
|
% of total loans
|
|
Allocation of allowance
|
|
% of total loans
|
|
Allocation of allowance
|
|
% of total loans
|
|
Allocation of allowance
|
||||||||||||||||||||||||||
(Amounts in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loan segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
52.4
|
%
|
|
|
$
|
594
|
|
|
|
52.1
|
%
|
|
52.5
|
|
$
|
630
|
|
|
|
49.5
|
%
|
|
|
$
|
763
|
|
|
|
47.6
|
%
|
|
|
$
|
614
|
|
|
|
49.4
|
%
|
|
|
$
|
320
|
|
|
Commercial real estate
|
26.5
|
|
|
|
194
|
|
|
|
27.3
|
|
|
26.5
|
|
276
|
|
|
|
30.2
|
|
|
|
487
|
|
|
|
31.8
|
|
|
|
753
|
|
|
|
32.8
|
|
|
|
291
|
|
|
|||||
Consumer
|
19.7
|
|
|
|
96
|
|
|
|
18.6
|
|
|
19.6
|
|
123
|
|
|
|
17.7
|
|
|
|
154
|
|
|
|
17.0
|
|
|
|
165
|
|
|
|
17.8
|
|
|
|
77
|
|
|
|||||
FDIC-supported loans
|
1.4
|
|
|
|
12
|
|
|
|
2.0
|
|
|
1.4
|
|
23
|
|
|
|
2.6
|
|
|
|
38
|
|
|
|
3.6
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|||||||
Total
|
100.0
|
%
|
|
|
$
|
896
|
|
|
|
100.0
|
%
|
|
|
$
|
1,052
|
|
|
|
100.0
|
%
|
|
|
$
|
1,442
|
|
|
|
100.0
|
%
|
|
|
$
|
1,532
|
|
|
|
100.0
|
%
|
|
|
$
|
688
|
|
|
•
|
recommending policies to the Board and administering Board-approved policies that govern and limit the Company’s exposure to all interest rate and market risk, including policies that are designed to limit the Company’s adverse exposure to changes in interest rates;
|
•
|
approving procedures that support the Board-approved policies;
|
•
|
approving all material interest rate risk management strategies, including all hedging strategies and actions taken pursuant to managing interest rate risk and monitoring risk positions against approved limits;
|
•
|
approving limits and all financial derivative positions taken at both the Parent and subsidiaries for the purpose of hedging the Company’s interest rate and market risks;
|
•
|
providing the basis for integrated balance sheet, net interest income, and liquidity management;
|
•
|
calculating the estimated market value of each class of assets, liabilities, and on net equity, given defined interest rate scenarios;
|
•
|
managing the Company’s exposure to changes in net interest income and estimated market value of equity due to interest rate fluctuations; and
|
•
|
quantifying the effects of hedging instruments on the market value of equity and on net interest income under defined interest rate scenarios.
|
Parallel change in interest rates
|
|
Allowable decline
in MVE
|
|
|
|
+/- 100 bps
|
|
3%
|
+/- 200 bps
|
|
6%
|
+/- 300 bps
|
|
9%
|
+/- 400 bps
|
|
12%
|
+/- 500 bps
|
|
15%
|
|
|
As of December 31, 2012
|
|||||||||||||||||||
Repricing scenario
|
|
-200 bps
|
|
-100 bps
|
|
+100 bps
|
|
+200 bps
|
|
+300 bps
|
|
+400 bps
|
|
+500 bps
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fast
|
|
(1.8
|
)%
|
|
(1.8
|
)%
|
|
3.9
|
%
|
|
9.8
|
%
|
|
16.7
|
%
|
|
23.6
|
%
|
|
30.6
|
%
|
Slow
|
|
(2.0
|
)%
|
|
(2.0
|
)%
|
|
5.0
|
%
|
|
12.1
|
%
|
|
20.2
|
%
|
|
28.4
|
%
|
|
36.5
|
%
|
|
|
As of December 31, 2011
|
|||||||||||||||||||
Repricing scenario
|
|
-200 bps
|
|
-100 bps
|
|
+100 bps
|
|
+200 bps
|
|
+300 bps
|
|
+400 bps
|
|
+500 bps
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fast
|
|
(1.9
|
)%
|
|
(1.8
|
)%
|
|
2.8
|
%
|
|
7.4
|
%
|
|
13.1
|
%
|
|
18.9
|
%
|
|
24.8
|
%
|
Slow
|
|
(2.3
|
)%
|
|
(2.1
|
)%
|
|
4.1
|
%
|
|
10.0
|
%
|
|
17.0
|
%
|
|
24.1
|
%
|
|
31.3
|
%
|
|
|
As of December 31, 2011
|
|||||||||||||||||||
Repricing scenario
|
|
-200 bps
|
|
-100 bps
|
|
+100 bps
|
|
+200 bps
|
|
+300 bps
|
|
+400 bps
|
|
+500 bps
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fast
|
|
2.9
|
%
|
|
0.1
|
%
|
|
0.7
|
%
|
|
1.6
|
%
|
|
2.5
|
%
|
|
3.3
|
%
|
|
4.1
|
%
|
Slow
|
|
(2.1
|
)%
|
|
(2.6
|
)%
|
|
3.1
|
%
|
|
6.7
|
%
|
|
9.9
|
%
|
|
12.9
|
%
|
|
15.6
|
%
|
(In millions)
|
One year or less
|
|
Over one year through three years
|
|
Over three years through five years
|
|
Over five years
|
|
Indeterminable maturity
1
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits
|
$
|
2,465
|
|
|
$
|
502
|
|
|
$
|
208
|
|
|
$
|
1
|
|
|
$
|
42,957
|
|
|
$
|
46,133
|
|
Commitments to extend credit
|
4,234
|
|
|
4,618
|
|
|
2,859
|
|
|
2,566
|
|
|
|
|
14,277
|
|
|||||||
Standby letters of credit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial
|
471
|
|
|
206
|
|
|
10
|
|
|
87
|
|
|
|
|
774
|
|
|||||||
Performance
|
116
|
|
|
73
|
|
|
1
|
|
|
|
|
|
|
190
|
|
||||||||
Commercial letters of credit
|
81
|
|
|
1
|
|
|
|
|
10
|
|
|
|
|
92
|
|
||||||||
Commitments to make venture and other noninterest-bearing investments
2
|
32
|
|
|
|
|
|
|
|
|
|
|
32
|
|
||||||||||
Securities sold, not yet purchased
|
27
|
|
|
|
|
|
|
|
|
|
|
27
|
|
||||||||||
Federal funds purchased and security repurchase agreements
|
320
|
|
|
|
|
|
|
|
|
|
|
320
|
|
||||||||||
Other short-term borrowings
|
5
|
|
|
|
|
|
|
|
|
|
|
5
|
|
||||||||||
Long-term debt
3
|
18
|
|
|
1,138
|
|
|
653
|
|
|
520
|
|
|
|
|
2,329
|
|
|||||||
Operating leases, net of subleases
|
46
|
|
|
86
|
|
|
72
|
|
|
141
|
|
|
|
|
345
|
|
|||||||
Unrecognized tax benefits, ASC 740
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
2
|
|
|||||||||
|
$
|
7,816
|
|
|
$
|
6,625
|
|
|
$
|
3,803
|
|
|
$
|
3,325
|
|
|
$
|
42,957
|
|
|
$
|
64,526
|
|
1
|
Indeterminable maturity deposits include noninterest-bearing demand, savings and money market, and non-time foreign.
|
2
|
Commitments to make venture and other noninterest-bearing investments do not have defined maturity dates. They have therefore been considered due on demand, maturing in one year or less.
|
3
|
The maturities on long-term borrowings do not include the associated hedges.
|
Rating agency
|
|
Outlook
|
|
Long-term issuer/senior debt rating
|
|
Subordinated debt rating
|
|
|
|
|
|
|
|
S&P
|
|
Negative
|
|
BBB-
|
|
BB+
|
Moody’s
|
|
Stable
|
|
Ba1
|
|
Ba2
|
Fitch
|
|
Positive
|
|
BBB-
|
|
BB+
|
DBRS
|
|
Stable
|
|
BBB (low)
|
|
BB (high)
|
Kroll
|
|
Stable
|
|
BBB
|
|
BBB-
|
(Amounts in millions)
|
||||||||
Senior notes issued
|
|
Coupon interest rate
|
|
Yield-to-maturity at issuance date
|
||||
|
|
|
|
|
||||
$
|
300
|
|
|
4.50
|
%
|
|
5.84
|
%
|
100
|
|
|
4.50
|
|
|
4.44
|
|
|
158
|
|
|
4.00
|
|
|
4.69
|
|
|
20
|
|
|
4.00
|
|
|
3.86
|
|
|
20
|
|
|
4.00
|
|
|
3.75
|
|
|
$
|
598
|
|
|
|
|
|
•
|
Setting overall capital targets within the Board-approved capital policy, monitoring performance compared to the firm’s risk appetite/risk capacity, and recommending changes to capital including dividends, common stock repurchases, subordinated debt, or to major strategies to maintain the Company and its bank subsidiaries at well capitalized levels;
|
•
|
Maintaining an adequate capital cushion to withstand adverse stress events while continuing to meet the lending needs of its customers, and to provide reasonable assurance of continued access to wholesale funding, consistent with fiduciary responsibilities to depositors and bondholders; and
|
•
|
Reviewing agency ratings of the Parent and its bank subsidiaries and establishing target ratings.
|
•
|
Maintain sufficient capital as defined by federal banking regulators to support current needs and to ensure that capital is available to support anticipated growth, see Note 18 of the Notes to Consolidated Financial Statements for additional information on capital;
|
•
|
Take into account the desirability of receiving an “investment grade” rating from major debt rating agencies on senior and subordinated unsecured debt when setting capital levels;
|
•
|
Develop capabilities to measure and manage capital on a risk-adjusted basis; and
|
•
|
Return excess capital to shareholders through dividends and repurchases of common stock.
|
|
|
Year Ended December 31,
|
||||||||||
(In millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Preferred equity:
|
|
|
|
|
|
|
||||||
Convertible subordinated debt converted to preferred stock
|
|
$
|
90
|
|
|
$
|
256
|
|
|
$
|
343
|
|
Beneficial conversion feature reclassified from common to preferred stock
|
|
15
|
|
|
43
|
|
|
57
|
|
|||
Change in preferred equity
|
|
105
|
|
|
299
|
|
|
400
|
|
|||
|
|
|
|
|
|
|
||||||
Common equity:
|
|
|
|
|
|
|
||||||
Accelerated convertible subordinated debt discount amortization, net of tax
|
|
(26
|
)
|
|
(94
|
)
|
|
(148
|
)
|
|||
Beneficial conversion feature reclassified from common to preferred stock
|
|
(15
|
)
|
|
(43
|
)
|
|
(57
|
)
|
|||
Change in common equity
|
|
(41
|
)
|
|
(137
|
)
|
|
(205
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net impact on Tier 1 capital
|
|
$
|
64
|
|
|
$
|
162
|
|
|
$
|
195
|
|
|
|
|
|
|
|
|
||||||
Convertible subordinated debt outstanding
|
|
$
|
458
|
|
|
$
|
547
|
|
|
$
|
803
|
|
|
December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
|
|
|
|
|
|
|||
Tangible common equity ratio
|
7.09
|
%
|
|
6.77
|
%
|
|
6.99
|
%
|
Tangible equity ratio
|
9.15
|
%
|
|
11.33
|
%
|
|
11.10
|
%
|
Average equity to average assets
|
12.22
|
%
|
|
13.36
|
%
|
|
11.99
|
%
|
Risk-based capital ratios:
|
|
|
|
|
|
|||
Common equity Tier 1
|
9.80
|
%
|
|
9.57
|
%
|
|
8.95
|
%
|
Tier 1 leverage
|
10.96
|
%
|
|
13.40
|
%
|
|
12.56
|
%
|
Tier 1 risk-based
|
13.38
|
%
|
|
16.13
|
%
|
|
14.78
|
%
|
Total risk-based
|
15.05
|
%
|
|
18.06
|
%
|
|
17.15
|
%
|
|
|
|
|
|
|
|||
Return on average common equity
|
3.76
|
%
|
|
3.32
|
%
|
|
(9.26
|
)%
|
Tangible return on average tangible common equity
|
5.18
|
%
|
|
4.72
|
%
|
|
(11.89
|
)%
|
|
December 31,
|
||||||||||
(Amounts in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
||||||
Controlling interest shareholders’ equity (GAAP)
|
$
|
6,052
|
|
|
$
|
6,985
|
|
|
$
|
6,648
|
|
Accumulated other comprehensive loss (income)
|
446
|
|
|
592
|
|
|
461
|
|
|||
Nonqualifying goodwill and intangibles
|
(1,065
|
)
|
|
(1,083
|
)
|
|
(1,103
|
)
|
|||
Disallowed deferred tax assets
|
—
|
|
|
—
|
|
|
(106
|
)
|
|||
Other regulatory adjustments
|
3
|
|
|
4
|
|
|
2
|
|
|||
Qualifying trust preferred securities
|
448
|
|
|
448
|
|
|
448
|
|
|||
Tier 1 capital (regulatory)
|
5,884
|
|
|
6,946
|
|
|
6,350
|
|
|||
Qualifying trust preferred securities
|
(448
|
)
|
|
(448
|
)
|
|
(448
|
)
|
|||
Preferred stock
|
(1,128
|
)
|
|
(2,377
|
)
|
|
(2,057
|
)
|
|||
Common equity Tier 1 capital (non-GAAP)
|
$
|
4,308
|
|
|
$
|
4,121
|
|
|
$
|
3,845
|
|
Risk-weighted assets (regulatory)
|
$
|
43,970
|
|
|
$
|
43,077
|
|
|
$
|
42,950
|
|
Common equity Tier 1 capital to risk-weighted assets (non-GAAP)
|
9.80
|
%
|
|
9.57
|
%
|
|
8.95
|
%
|
|
Year Ended December 31,
|
||||||||||
(Amounts in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
||||||
Net earnings (loss) applicable to common shareholders (GAAP)
|
$
|
178.6
|
|
|
$
|
153.4
|
|
|
$
|
(412.5
|
)
|
Adjustments, net of tax:
|
|
|
|
|
|
||||||
Impairment loss on goodwill
|
0.6
|
|
|
—
|
|
|
—
|
|
|||
Amortization of core deposit and other intangibles
|
10.8
|
|
|
12.7
|
|
|
16.0
|
|
|||
Net earnings (loss) applicable to common shareholders, excluding the effects of the adjustments, net of tax (non-GAAP) (a)
|
$
|
190.0
|
|
|
$
|
166.1
|
|
|
$
|
(396.5
|
)
|
|
|
|
|
|
|
||||||
Average common equity (GAAP)
|
$
|
4,745
|
|
|
$
|
4,614
|
|
|
$
|
4,452
|
|
Average goodwill
|
(1,015
|
)
|
|
(1,015
|
)
|
|
(1,015
|
)
|
|||
Average core deposit and other intangibles
|
(59
|
)
|
|
(77
|
)
|
|
(101
|
)
|
|||
Average tangible common equity (non-GAAP) (b)
|
$
|
3,671
|
|
|
$
|
3,522
|
|
|
$
|
3,336
|
|
Tangible return on average tangible common equity (non-GAAP) (a/b)
|
5.18
|
%
|
|
4.72
|
%
|
|
(11.89
|
)%
|
(Amounts in millions)
|
December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Total shareholders’ equity (GAAP)
|
$
|
6,049
|
|
|
$
|
6,983
|
|
|
$
|
6,647
|
|
Goodwill
|
(1,014
|
)
|
|
(1,015
|
)
|
|
(1,015
|
)
|
|||
Core deposit and other intangibles
|
(51
|
)
|
|
(68
|
)
|
|
(88
|
)
|
|||
Tangible equity (non-GAAP) (a)
|
4,984
|
|
|
5,900
|
|
|
5,544
|
|
|||
Preferred stock
|
(1,128
|
)
|
|
(2,377
|
)
|
|
(2,057
|
)
|
|||
Noncontrolling interests
|
3
|
|
|
2
|
|
|
1
|
|
|||
Tangible common equity (non-GAAP) (b)
|
$
|
3,859
|
|
|
$
|
3,525
|
|
|
$
|
3,488
|
|
Total assets (GAAP)
|
$
|
55,512
|
|
|
$
|
53,149
|
|
|
$
|
51,035
|
|
Goodwill
|
(1,014
|
)
|
|
(1,015
|
)
|
|
(1,015
|
)
|
|||
Core deposit and other intangibles
|
(51
|
)
|
|
(68
|
)
|
|
(88
|
)
|
|||
Tangible assets (non-GAAP) (c)
|
$
|
54,447
|
|
|
$
|
52,066
|
|
|
$
|
49,932
|
|
Tangible equity ratio (a/c)
|
9.15
|
%
|
|
11.33
|
%
|
|
11.10
|
%
|
|||
Tangible common equity ratio (b/c)
|
7.09
|
%
|
|
6.77
|
%
|
|
6.99
|
%
|
ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|||||||
(In thousands, except share amounts)
|
December 31,
|
||||||
2012
|
|
2011
|
|||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
1,841,907
|
|
|
$
|
1,224,350
|
|
Money market investments:
|
|
|
|
||||
Interest-bearing deposits
|
5,978,978
|
|
|
7,020,895
|
|
||
Federal funds sold and security resell agreements
|
2,775,354
|
|
|
102,159
|
|
||
Investment securities:
|
|
|
|
||||
Held-to-maturity, at adjusted cost (approximate fair value $674,741 and $729,974)
|
756,909
|
|
|
807,804
|
|
||
Available-for-sale, at fair value
|
3,091,310
|
|
|
3,230,795
|
|
||
Trading account, at fair value
|
28,290
|
|
|
40,273
|
|
||
|
3,876,509
|
|
|
4,078,872
|
|
||
|
|
|
|
||||
Loans held for sale
|
251,651
|
|
|
201,590
|
|
||
Loans, net of unearned income and fees:
|
|
|
|
||||
Loans and leases
|
37,137,006
|
|
|
36,507,039
|
|
||
FDIC-supported loans
|
528,241
|
|
|
750,870
|
|
||
|
37,665,247
|
|
|
37,257,909
|
|
||
Less allowance for loan losses
|
896,087
|
|
|
1,051,685
|
|
||
Loans, net of allowance
|
36,769,160
|
|
|
36,206,224
|
|
||
|
|
|
|
||||
Other noninterest-bearing investments
|
855,462
|
|
|
865,231
|
|
||
Premises and equipment, net
|
708,882
|
|
|
719,276
|
|
||
Goodwill
|
1,014,129
|
|
|
1,015,129
|
|
||
Core deposit and other intangibles
|
50,818
|
|
|
67,830
|
|
||
Other real estate owned
|
98,151
|
|
|
153,178
|
|
||
Other assets
|
1,290,917
|
|
|
1,494,375
|
|
||
|
$
|
55,511,918
|
|
|
$
|
53,149,109
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Noninterest-bearing demand
|
$
|
18,469,458
|
|
|
$
|
16,110,857
|
|
Interest-bearing:
|
|
|
|
||||
Savings and money market
|
22,896,624
|
|
|
21,775,841
|
|
||
Time
|
2,962,931
|
|
|
3,413,550
|
|
||
Foreign
|
1,804,060
|
|
|
1,575,361
|
|
||
|
46,133,073
|
|
|
42,875,609
|
|
||
Securities sold, not yet purchased
|
26,735
|
|
|
44,486
|
|
||
Federal funds purchased and security repurchase agreements
|
320,478
|
|
|
608,098
|
|
||
Other short-term borrowings
|
5,409
|
|
|
70,273
|
|
||
Long-term debt
|
2,337,113
|
|
|
1,954,462
|
|
||
Reserve for unfunded lending commitments
|
106,809
|
|
|
102,422
|
|
||
Other liabilities
|
533,660
|
|
|
510,531
|
|
||
Total liabilities
|
49,463,277
|
|
|
46,165,881
|
|
||
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, without par value, authorized 4,400,000 shares
|
1,128,302
|
|
|
2,377,560
|
|
||
Common stock, without par value; authorized 350,000,000 shares; issued
and outstanding 184,199,198 and 184,135,388 shares
|
4,166,109
|
|
|
4,163,242
|
|
||
Retained earnings
|
1,203,815
|
|
|
1,036,590
|
|
||
Accumulated other comprehensive income (loss)
|
(446,157
|
)
|
|
(592,084
|
)
|
||
Controlling interest shareholders’ equity
|
6,052,069
|
|
|
6,985,308
|
|
||
Noncontrolling interests
|
(3,428
|
)
|
|
(2,080
|
)
|
||
Total shareholders’ equity
|
6,048,641
|
|
|
6,983,228
|
|
||
|
$
|
55,511,918
|
|
|
$
|
53,149,109
|
|
ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
|
|||||||||||
(In thousands, except per share amounts)
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Interest income:
|
|
|
|
|
|
||||||
Interest and fees on loans
|
$
|
1,889,884
|
|
|
$
|
2,049,928
|
|
|
$
|
2,172,093
|
|
Interest on money market investments
|
21,080
|
|
|
13,832
|
|
|
10,946
|
|
|||
Interest on securities:
|
|
|
|
|
|
||||||
Held-to-maturity
|
34,751
|
|
|
35,716
|
|
|
33,405
|
|
|||
Available-for-sale
|
92,261
|
|
|
87,105
|
|
|
88,035
|
|
|||
Trading account
|
746
|
|
|
2,000
|
|
|
2,220
|
|
|||
Total interest income
|
2,038,722
|
|
|
2,188,581
|
|
|
2,306,699
|
|
|||
Interest expense:
|
|
|
|
|
|
||||||
Interest on deposits
|
80,146
|
|
|
128,479
|
|
|
196,112
|
|
|||
Interest on short-term borrowings
|
1,406
|
|
|
6,685
|
|
|
12,561
|
|
|||
Interest on long-term debt
|
225,230
|
|
|
297,232
|
|
|
383,783
|
|
|||
Total interest expense
|
306,782
|
|
|
432,396
|
|
|
592,456
|
|
|||
Net interest income
|
1,731,940
|
|
|
1,756,185
|
|
|
1,714,243
|
|
|||
Provision for loan losses
|
14,227
|
|
|
74,532
|
|
|
852,693
|
|
|||
Net interest income after provision for loan losses
|
1,717,713
|
|
|
1,681,653
|
|
|
861,550
|
|
|||
Noninterest income:
|
|
|
|
|
|
||||||
Service charges and fees on deposit accounts
|
176,401
|
|
|
174,435
|
|
|
199,748
|
|
|||
Other service charges, commissions and fees
|
174,420
|
|
|
185,836
|
|
|
178,487
|
|
|||
Trust and wealth management income
|
28,402
|
|
|
26,683
|
|
|
27,452
|
|
|||
Capital markets and foreign exchange
|
26,810
|
|
|
31,407
|
|
|
37,636
|
|
|||
Dividends and other investment income
|
55,825
|
|
|
42,428
|
|
|
33,074
|
|
|||
Loan sales and servicing income
|
39,929
|
|
|
28,072
|
|
|
29,382
|
|
|||
Fair value and nonhedge derivative loss
|
(21,782
|
)
|
|
(4,980
|
)
|
|
(15,827
|
)
|
|||
Equity securities gains (losses), net
|
11,253
|
|
|
6,511
|
|
|
(5,993
|
)
|
|||
Fixed income securities gains, net
|
19,544
|
|
|
11,868
|
|
|
11,055
|
|
|||
Impairment losses on investment securities:
|
|
|
|
|
|
||||||
Impairment losses on investment securities
|
(166,257
|
)
|
|
(77,325
|
)
|
|
(156,452
|
)
|
|||
Noncredit-related losses on securities not expected to be sold (recognized in other comprehensive income)
|
62,196
|
|
|
43,642
|
|
|
71,097
|
|
|||
Net impairment losses on investment securities
|
(104,061
|
)
|
|
(33,683
|
)
|
|
(85,355
|
)
|
|||
Gain on subordinated debt exchange
|
—
|
|
|
—
|
|
|
14,471
|
|
|||
Other
|
13,129
|
|
|
29,607
|
|
|
29,478
|
|
|||
Total noninterest income
|
419,870
|
|
|
498,184
|
|
|
453,608
|
|
|||
Noninterest expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
885,661
|
|
|
874,293
|
|
|
825,344
|
|
|||
Occupancy, net
|
112,947
|
|
|
112,537
|
|
|
113,559
|
|
|||
Furniture and equipment
|
108,990
|
|
|
105,703
|
|
|
101,061
|
|
|||
Other real estate expense
|
19,723
|
|
|
77,570
|
|
|
144,815
|
|
|||
Credit-related expense
|
50,518
|
|
|
61,629
|
|
|
71,205
|
|
|||
Provision for unfunded lending commitments
|
4,387
|
|
|
(9,286
|
)
|
|
(4,737
|
)
|
|||
Legal and professional services
|
52,509
|
|
|
38,992
|
|
|
39,540
|
|
|||
Advertising
|
25,720
|
|
|
27,164
|
|
|
24,820
|
|
|||
FDIC premiums
|
43,401
|
|
|
63,918
|
|
|
101,990
|
|
|||
Amortization of core deposit and other intangibles
|
17,010
|
|
|
20,070
|
|
|
25,517
|
|
|||
Other
|
275,151
|
|
|
285,974
|
|
|
275,212
|
|
|||
Total noninterest expense
|
1,596,017
|
|
|
1,658,564
|
|
|
1,718,326
|
|
|||
Income (loss) before income taxes
|
541,566
|
|
|
521,273
|
|
|
(403,168
|
)
|
|||
Income taxes (benefit)
|
193,416
|
|
|
198,583
|
|
|
(106,819
|
)
|
|||
Net income (loss)
|
348,150
|
|
|
322,690
|
|
|
(296,349
|
)
|
|||
Net loss applicable to noncontrolling interests
|
(1,366
|
)
|
|
(1,114
|
)
|
|
(3,621
|
)
|
|||
Net income (loss) applicable to controlling interest
|
349,516
|
|
|
323,804
|
|
|
(292,728
|
)
|
|||
Preferred stock dividends
|
(170,885
|
)
|
|
(170,414
|
)
|
|
(122,884
|
)
|
|||
Preferred stock redemption
|
—
|
|
|
—
|
|
|
3,107
|
|
|||
Net earnings (loss) applicable to common shareholders
|
$
|
178,631
|
|
|
$
|
153,390
|
|
|
$
|
(412,505
|
)
|
Weighted average common shares outstanding during the year:
|
|
|
|
|
|
||||||
Basic shares
|
183,081
|
|
|
182,393
|
|
|
166,054
|
|
|||
Diluted shares
|
183,236
|
|
|
182,605
|
|
|
166,054
|
|
|||
Net earnings (loss) per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.97
|
|
|
$
|
0.83
|
|
|
$
|
(2.48
|
)
|
Diluted
|
0.97
|
|
|
0.83
|
|
|
(2.48
|
)
|
ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|||||||||||
(In thousands)
|
Year Ended December 31,
|
||||||||||
2012
|
|
2011
|
|
2010
|
|||||||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
348,150
|
|
|
$
|
322,690
|
|
|
$
|
(296,349
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Net realized and unrealized holding gains (losses) on investments
|
129,330
|
|
|
(77,280
|
)
|
|
4,248
|
|
|||
Reclassification for net losses on investments included in earnings
|
51,360
|
|
|
12,852
|
|
|
45,689
|
|
|||
Noncredit-related impairment losses on securities not expected to be sold
|
(38,406
|
)
|
|
(26,481
|
)
|
|
(43,920
|
)
|
|||
Accretion of securities with noncredit-related impairment losses not expected to be sold
|
6,863
|
|
|
410
|
|
|
131
|
|
|||
Net unrealized losses on derivative instruments
|
(7,610
|
)
|
|
(21,298
|
)
|
|
(37,357
|
)
|
|||
Pension and postretirement
|
4,390
|
|
|
(18,991
|
)
|
|
6,812
|
|
|||
Other comprehensive income (loss)
|
145,927
|
|
|
(130,788
|
)
|
|
(24,397
|
)
|
|||
Comprehensive income (loss)
|
494,077
|
|
|
191,902
|
|
|
(320,746
|
)
|
|||
Comprehensive loss applicable to noncontrolling interests
|
(1,366
|
)
|
|
(1,114
|
)
|
|
(3,621
|
)
|
|||
Comprehensive income (loss) applicable to controlling interest
|
$
|
495,443
|
|
|
$
|
193,016
|
|
|
$
|
(317,125
|
)
|
ZIONS BANCORPORATION AND SUBSIDIARIES
CONSO
LIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
|
||||||||||||||||||||||||||||||
(In thousands, except share
and per share amounts)
|
Preferred
stock
|
|
Common stock
|
|
Retained earnings
|
|
Accumulated
other
comprehensive income (loss)
|
|
Noncontrolling interests
|
|
Total
shareholders’ equity
|
|||||||||||||||||||
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2009
|
$
|
1,502,784
|
|
|
150,425,070
|
|
|
$
|
3,318,417
|
|
|
$
|
1,308,356
|
|
|
|
$
|
(436,899
|
)
|
|
|
|
$
|
17,599
|
|
|
|
$
|
5,710,257
|
|
Net loss
|
|
|
|
|
|
|
(292,728
|
)
|
|
|
|
|
|
|
(3,621
|
)
|
|
|
(296,349
|
)
|
||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
(24,397
|
)
|
|
|
|
|
|
|
(24,397
|
)
|
|||||||||||
Subordinated debt converted to preferred stock
|
399,785
|
|
|
|
|
(56,834
|
)
|
|
|
|
|
|
|
|
|
|
|
|
342,951
|
|
||||||||||
Issuance of preferred stock
|
142,500
|
|
|
|
|
(3,843
|
)
|
|
|
|
|
|
|
|
|
|
|
|
138,657
|
|
||||||||||
Preferred stock exchanged for common stock
|
(8,615
|
)
|
|
224,903
|
|
|
5,508
|
|
|
3,107
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Issuance of common stock warrants
|
|
|
|
|
214,563
|
|
|
|
|
|
|
|
|
|
|
|
|
214,563
|
|
|||||||||||
Subordinated debt exchanged for common stock
|
|
|
2,165,391
|
|
|
46,902
|
|
|
|
|
|
|
|
|
|
|
|
|
46,902
|
|
||||||||||
Issuance of common stock
|
|
|
29,553,957
|
|
|
623,469
|
|
|
|
|
|
|
|
|
|
|
|
|
623,469
|
|
||||||||||
Net activity under employee plans and related tax benefits
|
|
|
414,765
|
|
|
15,437
|
|
|
|
|
|
|
|
|
|
|
|
|
15,437
|
|
||||||||||
Dividends on preferred stock
|
20,218
|
|
|
|
|
|
|
(122,884
|
)
|
|
|
|
|
|
|
|
|
|
(102,666
|
)
|
||||||||||
Dividends on common stock, $0.04 per share
|
|
|
|
|
|
|
(6,650
|
)
|
|
|
|
|
|
|
|
|
|
(6,650
|
)
|
|||||||||||
Change in deferred compensation
|
|
|
|
|
|
|
83
|
|
|
|
|
|
|
|
|
|
|
83
|
|
|||||||||||
Other changes in noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,043
|
)
|
|
|
(15,043
|
)
|
|||||||||||
Balance at December 31, 2010
|
2,056,672
|
|
|
182,784,086
|
|
|
4,163,619
|
|
|
889,284
|
|
|
|
(461,296
|
)
|
|
|
|
(1,065
|
)
|
|
|
6,647,214
|
|
||||||
Net income (loss)
|
|
|
|
|
|
|
323,804
|
|
|
|
|
|
|
|
(1,114
|
)
|
|
|
322,690
|
|
||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
(130,788
|
)
|
|
|
|
|
|
|
(130,788
|
)
|
|||||||||||
Subordinated debt converted to preferred stock
|
299,248
|
|
|
|
|
(43,139
|
)
|
|
|
|
|
|
|
|
|
|
|
|
256,109
|
|
||||||||||
Issuance of common stock
|
|
|
1,067,540
|
|
|
25,048
|
|
|
|
|
|
|
|
|
|
|
|
|
25,048
|
|
||||||||||
Net activity under employee plans and related tax benefits
|
|
|
283,762
|
|
|
17,714
|
|
|
|
|
|
|
|
|
|
|
|
|
17,714
|
|
||||||||||
Dividends on preferred stock
|
21,640
|
|
|
|
|
|
|
(170,414
|
)
|
|
|
|
|
|
|
|
|
|
(148,774
|
)
|
||||||||||
Dividends on common stock, $0.04 per share
|
|
|
|
|
|
|
(7,361
|
)
|
|
|
|
|
|
|
|
|
|
(7,361
|
)
|
|||||||||||
Change in deferred compensation
|
|
|
|
|
|
|
1,277
|
|
|
|
|
|
|
|
|
|
|
1,277
|
|
|||||||||||
Other changes in noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99
|
|
|
|
99
|
|
|||||||||||
Balance at December 31, 2011
|
2,377,560
|
|
|
184,135,388
|
|
|
4,163,242
|
|
|
1,036,590
|
|
|
|
(592,084
|
)
|
|
|
|
(2,080
|
)
|
|
|
6,983,228
|
|
||||||
Net income (loss)
|
|
|
|
|
|
|
349,516
|
|
|
|
|
|
|
|
(1,366
|
)
|
|
|
348,150
|
|
||||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
145,927
|
|
|
|
|
|
|
|
145,927
|
|
|||||||||||
Issuance of preferred stock
|
143,750
|
|
|
|
|
(2,408
|
)
|
|
|
|
|
|
|
|
|
|
|
|
141,342
|
|
||||||||||
Preferred stock redemption
|
(1,542,500
|
)
|
|
|
|
3,830
|
|
|
(3,830
|
)
|
|
|
|
|
|
|
|
|
|
(1,542,500
|
)
|
|||||||||
Subordinated debt converted to preferred stock
|
104,796
|
|
|
|
|
(15,232
|
)
|
|
|
|
|
|
|
|
|
|
|
|
89,564
|
|
||||||||||
Net activity under employee plans and related tax benefits
|
|
|
63,810
|
|
|
16,677
|
|
|
|
|
|
|
|
|
|
|
|
|
16,677
|
|
||||||||||
Dividends on preferred stock
|
44,696
|
|
|
|
|
|
|
(170,885
|
)
|
|
|
|
|
|
|
|
|
|
(126,189
|
)
|
||||||||||
Dividends on common stock, $0.04 per share
|
|
|
|
|
|
|
(7,392
|
)
|
|
|
|
|
|
|
|
|
|
(7,392
|
)
|
|||||||||||
Change in deferred compensation
|
|
|
|
|
|
|
(184
|
)
|
|
|
|
|
|
|
|
|
|
(184
|
)
|
|||||||||||
Other changes in noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
18
|
|
|||||||||||
Balance at December 31, 2012
|
$
|
1,128,302
|
|
|
184,199,198
|
|
|
$
|
4,166,109
|
|
|
$
|
1,203,815
|
|
|
|
$
|
(446,157
|
)
|
|
|
|
$
|
(3,428
|
)
|
|
|
$
|
6,048,641
|
|
ZIONS BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
(In thousands)
|
Year Ended December 31,
|
||||||||||
2012
|
|
2011
|
|
2010
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
348,150
|
|
|
$
|
322,690
|
|
|
$
|
(296,349
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
|
|
||||||
Net impairment losses on investment securities, goodwill, and long-lived assets
|
106,545
|
|
|
35,686
|
|
|
87,105
|
|
|||
Gain on subordinated debt exchanged for common stock
|
—
|
|
|
—
|
|
|
(14,471
|
)
|
|||
Gains on divestitures
|
(2,510
|
)
|
|
—
|
|
|
(13,703
|
)
|
|||
Provision for credit losses
|
18,614
|
|
|
65,246
|
|
|
847,956
|
|
|||
Depreciation and amortization
|
214,617
|
|
|
299,948
|
|
|
372,754
|
|
|||
Deferred income tax expense (benefit)
|
9,788
|
|
|
115,604
|
|
|
(28,665
|
)
|
|||
Net write-downs of and gains/losses from sales of other real estate owned
|
17,166
|
|
|
58,676
|
|
|
136,232
|
|
|||
Net decrease (increase) in trading securities
|
11,983
|
|
|
8,394
|
|
|
(25,124
|
)
|
|||
Net decrease (increase) in loans held for sale
|
(31,445
|
)
|
|
50,696
|
|
|
(32,953
|
)
|
|||
Change in other liabilities
|
27,439
|
|
|
19,370
|
|
|
241,936
|
|
|||
Change in other assets
|
71,772
|
|
|
153,592
|
|
|
230,522
|
|
|||
Other, net
|
(26,492
|
)
|
|
(1,691
|
)
|
|
(33,610
|
)
|
|||
Net cash provided by operating activities
|
765,627
|
|
|
1,128,211
|
|
|
1,471,630
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Net increase in money market investments
|
(1,631,278
|
)
|
|
(2,416,741
|
)
|
|
(3,974,808
|
)
|
|||
Proceeds from maturities and paydowns of investment securities
held-to-maturity
|
128,278
|
|
|
101,893
|
|
|
154,906
|
|
|||
Purchases of investment securities held-to-maturity
|
(86,790
|
)
|
|
(69,171
|
)
|
|
(86,568
|
)
|
|||
Proceeds from sales, maturities, and paydowns of investment securities
available-for-sale
|
1,212,047
|
|
|
2,206,881
|
|
|
1,084,074
|
|
|||
Purchases of investment securities available-for-sale
|
(932,034
|
)
|
|
(1,423,141
|
)
|
|
(1,717,518
|
)
|
|||
Proceeds from sales of loans and leases
|
66,223
|
|
|
17,609
|
|
|
154,428
|
|
|||
Net loan and lease collections (originations)
|
(821,457
|
)
|
|
(1,245,151
|
)
|
|
1,742,889
|
|
|||
Proceeds from surrender of bank-owned life insurance contracts
|
—
|
|
|
—
|
|
|
210,726
|
|
|||
Net decrease in other noninterest-bearing investments
|
40,014
|
|
|
19,407
|
|
|
29,493
|
|
|||
Net purchases of premises and equipment
|
(68,894
|
)
|
|
(77,669
|
)
|
|
(79,071
|
)
|
|||
Proceeds from sales of other real estate owned
|
204,818
|
|
|
362,495
|
|
|
523,967
|
|
|||
Net cash received from (paid for) divestitures
|
(19,901
|
)
|
|
—
|
|
|
21,149
|
|
|||
Net cash used in investing activities
|
(1,908,974
|
)
|
|
(2,523,588
|
)
|
|
(1,936,333
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net increase (decrease) in deposits
|
3,286,823
|
|
|
1,940,697
|
|
|
(903,224
|
)
|
|||
Net change in short-term funds borrowed
|
(370,264
|
)
|
|
(208,541
|
)
|
|
(19,541
|
)
|
|||
Proceeds from issuance of long-term debt
|
757,610
|
|
|
106,065
|
|
|
150,413
|
|
|||
Repayments of long-term debt
|
(372,891
|
)
|
|
(8,663
|
)
|
|
(73,558
|
)
|
|||
Cash paid for preferred stock redemption
|
(1,542,500
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the issuance of common stock, preferred stock, and
common stock warrants
|
143,240
|
|
|
25,686
|
|
|
977,145
|
|
|||
Dividends paid on common and preferred stock
|
(133,581
|
)
|
|
(156,135
|
)
|
|
(109,316
|
)
|
|||
Other, net
|
(7,533
|
)
|
|
(3,508
|
)
|
|
(3,279
|
)
|
|||
Net cash provided by financing activities
|
1,760,904
|
|
|
1,695,601
|
|
|
18,640
|
|
|||
Net increase (decrease) in cash and due from banks
|
617,557
|
|
|
300,224
|
|
|
(446,063
|
)
|
|||
Cash and due from banks at beginning of year
|
1,224,350
|
|
|
924,126
|
|
|
1,370,189
|
|
|||
Cash and due from banks at end of year
|
$
|
1,841,907
|
|
|
$
|
1,224,350
|
|
|
$
|
924,126
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
214,673
|
|
|
$
|
263,338
|
|
|
$
|
358,156
|
|
Net cash paid (refunds received) for income taxes
|
183,348
|
|
|
3,743
|
|
|
(324,804
|
)
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
CERTAIN RECENT ACCOUNTING PRONOUNCEMENTS
|
3.
|
MERGER AND ACQUISITION ACTIVITY
|
4.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
Noncash activities are summarized as follows:
|
||||||||||||
(In thousands)
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||
|
|
|
|
|
|
|
||||||
Loans transferred to other real estate owned
|
|
$
|
172,018
|
|
|
$
|
301,454
|
|
|
$
|
607,886
|
|
Beneficial conversion feature transferred from common stock to preferred stock as a result of subordinated debt conversions
|
|
15,232
|
|
|
43,139
|
|
|
56,834
|
|
|||
Subordinated debt exchanged for common stock
|
|
—
|
|
|
—
|
|
|
46,902
|
|
|||
Subordinated debt converted to preferred stock
|
|
89,564
|
|
|
256,109
|
|
|
342,951
|
|
|||
Preferred stock exchanged for common stock
|
|
—
|
|
|
—
|
|
|
5,508
|
|
5.
|
INVESTMENT SECURITIES
|
|
December 31, 2012
|
||||||||||||||||||||||||||
|
|
|
Recognized in OCI
1
|
|
|
|
Not recognized in OCI
|
|
|
||||||||||||||||||
(In thousands)
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Carrying
value
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
||||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Municipal securities
|
$
|
524,738
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
524,738
|
|
|
$
|
12,837
|
|
|
$
|
709
|
|
|
$
|
536,866
|
|
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Trust preferred securities – banks and insurance
|
255,647
|
|
|
—
|
|
|
42,964
|
|
|
212,683
|
|
|
114
|
|
|
86,596
|
|
|
126,201
|
|
|||||||
Other
|
21,858
|
|
|
—
|
|
|
2,470
|
|
|
19,388
|
|
|
709
|
|
|
8,523
|
|
|
11,574
|
|
|||||||
Other debt securities
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|||||||
|
$
|
802,343
|
|
|
$
|
—
|
|
|
$
|
45,434
|
|
|
$
|
756,909
|
|
|
$
|
13,660
|
|
|
$
|
95,828
|
|
|
$
|
674,741
|
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury securities
|
$
|
104,313
|
|
|
$
|
211
|
|
|
$
|
—
|
|
|
$
|
104,524
|
|
|
|
|
|
|
$
|
104,524
|
|
||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Agency securities
|
108,814
|
|
|
3,959
|
|
|
116
|
|
|
112,657
|
|
|
|
|
|
|
112,657
|
|
|||||||||
Agency guaranteed mortgage-backed securities
|
406,928
|
|
|
18,598
|
|
|
16
|
|
|
425,510
|
|
|
|
|
|
|
425,510
|
|
|||||||||
Small Business Administration loan-backed securities
|
1,124,322
|
|
|
29,245
|
|
|
639
|
|
|
1,152,928
|
|
|
|
|
|
|
1,152,928
|
|
|||||||||
Municipal securities
|
75,344
|
|
|
2,622
|
|
|
1,970
|
|
|
75,996
|
|
|
|
|
|
|
75,996
|
|
|||||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Trust preferred securities – banks and insurance
|
1,596,156
|
|
|
16,687
|
|
|
663,451
|
|
|
949,392
|
|
|
|
|
|
|
949,392
|
|
|||||||||
Trust preferred securities – real estate investment trusts
|
40,485
|
|
|
—
|
|
|
24,082
|
|
|
16,403
|
|
|
|
|
|
|
16,403
|
|
|||||||||
Auction rate securities
|
6,504
|
|
|
79
|
|
|
68
|
|
|
6,515
|
|
|
|
|
|
|
6,515
|
|
|||||||||
Other
|
25,614
|
|
|
701
|
|
|
6,941
|
|
|
19,374
|
|
|
|
|
|
|
19,374
|
|
|||||||||
|
3,488,480
|
|
|
72,102
|
|
|
697,283
|
|
|
2,863,299
|
|
|
|
|
|
|
2,863,299
|
|
|||||||||
Mutual funds and other
|
228,469
|
|
|
194
|
|
|
652
|
|
|
228,011
|
|
|
|
|
|
|
228,011
|
|
|||||||||
|
$
|
3,716,949
|
|
|
$
|
72,296
|
|
|
$
|
697,935
|
|
|
$
|
3,091,310
|
|
|
|
|
|
|
$
|
3,091,310
|
|
|
December 31, 2011
|
||||||||||||||||||||||||||
|
|
|
Recognized in OCI
1
|
|
|
|
Not recognized in OCI
|
|
|
||||||||||||||||||
(In thousands)
|
Amortized
cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Carrying
value
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair
value
|
||||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Municipal securities
|
$
|
564,468
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
564,468
|
|
|
$
|
8,807
|
|
|
$
|
1,083
|
|
|
$
|
572,192
|
|
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Trust preferred securities – banks and insurance
|
262,853
|
|
|
—
|
|
|
40,546
|
|
|
222,307
|
|
|
207
|
|
|
78,191
|
|
|
144,323
|
|
|||||||
Other
|
24,310
|
|
|
—
|
|
|
3,381
|
|
|
20,929
|
|
|
303
|
|
|
7,868
|
|
|
13,364
|
|
|||||||
Other debt securities
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
5
|
|
|
95
|
|
|||||||
|
$
|
851,731
|
|
|
$
|
—
|
|
|
$
|
43,927
|
|
|
$
|
807,804
|
|
|
$
|
9,317
|
|
|
$
|
87,147
|
|
|
$
|
729,974
|
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury securities
|
$
|
4,330
|
|
|
$
|
304
|
|
|
$
|
—
|
|
|
$
|
4,634
|
|
|
|
|
|
|
$
|
4,634
|
|
||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Agency securities
|
153,179
|
|
|
5,423
|
|
|
122
|
|
|
158,480
|
|
|
|
|
|
|
158,480
|
|
|||||||||
Agency guaranteed mortgage-backed securities
|
535,228
|
|
|
18,211
|
|
|
102
|
|
|
553,337
|
|
|
|
|
|
|
553,337
|
|
|||||||||
Small Business Administration loan-backed securities
|
1,153,039
|
|
|
12,119
|
|
|
4,496
|
|
|
1,160,662
|
|
|
|
|
|
|
1,160,662
|
|
|||||||||
Municipal securities
|
120,677
|
|
|
3,191
|
|
|
1,700
|
|
|
122,168
|
|
|
|
|
|
|
122,168
|
|
|||||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Trust preferred securities – banks and insurance
|
1,794,427
|
|
|
15,792
|
|
|
880,509
|
|
|
929,710
|
|
|
|
|
|
|
929,710
|
|
|||||||||
Trust preferred securities – real estate investment trusts
|
40,259
|
|
|
—
|
|
|
21,614
|
|
|
18,645
|
|
|
|
|
|
|
18,645
|
|
|||||||||
Auction rate securities
|
71,338
|
|
|
164
|
|
|
1,482
|
|
|
70,020
|
|
|
|
|
|
|
70,020
|
|
|||||||||
Other
|
64,646
|
|
|
1,028
|
|
|
15,302
|
|
|
50,372
|
|
|
|
|
|
|
50,372
|
|
|||||||||
|
3,937,123
|
|
|
56,232
|
|
|
925,327
|
|
|
3,068,028
|
|
|
|
|
|
|
3,068,028
|
|
|||||||||
Mutual funds and other
|
162,606
|
|
|
167
|
|
|
6
|
|
|
162,767
|
|
|
|
|
|
|
162,767
|
|
|||||||||
|
$
|
4,099,729
|
|
|
$
|
56,399
|
|
|
$
|
925,333
|
|
|
$
|
3,230,795
|
|
|
|
|
|
|
$
|
3,230,795
|
|
1
|
The gross unrealized losses recognized in OCI on HTM securities resulted from a previous transfer of AFS securities
|
|
Held-to-maturity
|
|
Available-for-sale
|
||||||||||||
(In thousands)
|
Amortized
cost
|
|
Estimated
fair
value
|
|
Amortized
cost
|
|
Estimated
fair
value
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Due in one year or less
|
$
|
67,669
|
|
|
$
|
67,595
|
|
|
$
|
515,587
|
|
|
$
|
482,780
|
|
Due after one year through five years
|
201,691
|
|
|
200,803
|
|
|
1,047,327
|
|
|
957,269
|
|
||||
Due after five years through ten years
|
181,721
|
|
|
156,202
|
|
|
625,883
|
|
|
554,217
|
|
||||
Due after ten years
|
351,262
|
|
|
250,141
|
|
|
1,299,683
|
|
|
869,033
|
|
||||
|
$
|
802,343
|
|
|
$
|
674,741
|
|
|
$
|
3,488,480
|
|
|
$
|
2,863,299
|
|
|
December 31, 2011
|
|||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
|||||||||||||||||||
(In thousands)
|
Gross unrealized losses
|
|
Estimated fair value
|
|
Gross unrealized losses
|
|
Estimated fair value
|
|
Gross unrealized losses
|
|
Estimated fair value
|
|||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Municipal securities
|
$
|
415
|
|
|
$
|
10,855
|
|
|
$
|
668
|
|
|
$
|
22,188
|
|
|
$
|
1,083
|
|
|
$
|
33,043
|
|
|
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trust preferred securities – banks and insurance
|
—
|
|
|
—
|
|
|
118,737
|
|
|
144,053
|
|
|
118,737
|
|
|
144,053
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
11,249
|
|
|
13,364
|
|
|
11,249
|
|
|
13,364
|
|
|||||||
Other debt securities
|
5
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
95
|
|
|||||||
|
$
|
420
|
|
|
$
|
10,950
|
|
|
$
|
130,654
|
|
|
$
|
179,605
|
|
|
$
|
131,074
|
|
|
$
|
190,555
|
|
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. Government agencies and corporations:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Agency securities
|
$
|
60
|
|
|
$
|
13,308
|
|
|
$
|
62
|
|
|
$
|
3,880
|
|
|
$
|
122
|
|
|
$
|
17,188
|
|
|
Agency guaranteed mortgage-backed securities
|
102
|
|
|
52,267
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
52,267
|
|
|||||||
Small Business Administration loan-backed securities
|
1,783
|
|
|
260,865
|
|
|
2,713
|
|
|
191,339
|
|
|
4,496
|
|
|
452,204
|
|
|||||||
Municipal securities
|
1,305
|
|
|
15,011
|
|
|
395
|
|
|
4,023
|
|
|
1,700
|
|
|
19,034
|
|
|||||||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trust preferred securities – banks and insurance
|
—
|
|
|
—
|
|
|
880,509
|
|
|
695,365
|
|
|
880,509
|
|
|
695,365
|
|
|||||||
Trust preferred securities – real estate investment trusts
|
—
|
|
|
—
|
|
|
21,614
|
|
|
18,645
|
|
|
21,614
|
|
|
18,645
|
|
|||||||
Auction rate securities
|
158
|
|
|
27,998
|
|
|
1,324
|
|
|
34,115
|
|
|
1,482
|
|
|
62,113
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
15,302
|
|
|
18,585
|
|
|
15,302
|
|
|
18,585
|
|
|||||||
|
3,408
|
|
|
369,449
|
|
|
921,919
|
|
|
965,952
|
|
|
925,327
|
|
|
1,335,401
|
|
|||||||
Mutual funds and other
|
6
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
167
|
|
|||||||
|
$
|
3,414
|
|
|
$
|
369,616
|
|
|
$
|
921,919
|
|
|
$
|
965,952
|
|
|
$
|
925,333
|
|
|
$
|
1,335,568
|
|
1)
|
Market yield requirements for bank CDO securities remain high. The financial crisis and economic downturn resulted in significant utilization of both the unique five-year deferral option, which each collateral issuer maintains during the life of the CDO, and the payment in kind feature described subsequently. The resulting increase in the rate of return demanded by the market for trust preferred CDOs remains dramatically higher than the contractual interest rates. Virtually all structured Asset-Backed Security (“ABS”) fair values, including bank CDOs, deteriorated significantly during the crisis, generally reaching a low in mid-2009. Prices for some structured products have since rebounded as the crucial unknowns related to value became resolved and as trading increased in these securities. Unlike these other structured products, CDO tranches backed by bank trust preferred securities continue to be characterized by considerable uncertainty surrounding collateral behavior, specifically including, but not limited to, prepayments; the future number, size and timing of bank failures; holding company bankruptcies; and allowed deferrals and subsequent resumption of payment or default due to nonpayment of contractual interest.
|
2)
|
Structural features of the collateral make these CDO tranches difficult for market participants to model. The first feature unique to bank CDOs is the interest deferral feature previously noted. Throughout the crisis starting in 2008, certain banks within our CDO pools have exercised this prerogative. The extent to which these deferrals are likely to either transition to default or, alternatively, come current prior to the five-year deadline is extremely difficult for market participants to assess. Our CDO pools include a bank that first exercised this deferral option as early as the second quarter of 2008. At
December 31, 2012
,
71
banks underlying our CDO tranches had come current after a period of deferral, while
196
were deferring, but remained within the allowed deferral period.
|
3)
|
Ratings are generally below-investment-grade for even some of the most senior tranches. Ratings on a number of CDO tranches vary significantly among rating agencies. The presence of a below-investment-grade rating by even a single rating agency will severely limit the pool of buyers, which causes greater illiquidity and therefore most likely a higher implicit discount rate/lower price with regard to that CDO tranche.
|
4)
|
There is a lack of consistent disclosure by each CDO’s trustee of the identity of collateral issuers; in addition, complex structures make projecting tranche return profiles difficult for nonspecialists in the product.
|
5)
|
At purchase, the expectation of cash flow variability was limited. As a result of the crisis, we have seen extreme variability of collateral performance both compared to expectations and between different pools.
|
(In thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
||||||
HTM
|
$
|
16,718
|
|
|
$
|
20,945
|
|
|
$
|
—
|
|
AFS
|
45,478
|
|
|
22,697
|
|
|
71,097
|
|
|||
|
$
|
62,196
|
|
|
$
|
43,642
|
|
|
$
|
71,097
|
|
|
December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Loans held for sale
|
$
|
251,651
|
|
|
$
|
201,590
|
|
Commercial:
|
|
|
|
||||
Commercial and industrial
|
$
|
11,256,945
|
|
|
$
|
10,448,115
|
|
Leasing
|
422,513
|
|
|
379,709
|
|
||
Owner occupied
|
7,589,082
|
|
|
8,158,556
|
|
||
Municipal
|
494,183
|
|
|
441,241
|
|
||
Total commercial
|
19,762,723
|
|
|
19,427,621
|
|
||
Commercial real estate:
|
|
|
|
||||
Construction and land development
|
1,939,413
|
|
|
2,264,909
|
|
||
Term
|
8,062,819
|
|
|
7,883,434
|
|
||
Total commercial real estate
|
10,002,232
|
|
|
10,148,343
|
|
||
Consumer:
|
|
|
|
||||
Home equity credit line
|
2,177,680
|
|
|
2,187,428
|
|
||
1-4 family residential
|
4,350,329
|
|
|
3,921,216
|
|
||
Construction and other consumer real estate
|
321,235
|
|
|
305,873
|
|
||
Bankcard and other revolving plans
|
306,428
|
|
|
291,018
|
|
||
Other
|
216,379
|
|
|
225,540
|
|
||
Total consumer
|
7,372,051
|
|
|
6,931,075
|
|
||
FDIC-supported loans
|
528,241
|
|
|
750,870
|
|
||
Total loans
|
$
|
37,665,247
|
|
|
$
|
37,257,909
|
|
•
|
Asset quality trends
|
•
|
Risk management and loan administration practices
|
•
|
Risk identification practices
|
•
|
Effect of changes in the nature and volume of the portfolio
|
•
|
Existence and effect of any portfolio concentrations
|
•
|
National economic and business conditions
|
•
|
Regional and local economic and business conditions
|
•
|
Data availability and applicability
|
|
December 31, 2012
|
||||||||||||||||||
(In thousands)
|
Commercial
|
|
Commercial
real estate
|
|
Consumer
|
|
FDIC-
supported
1
|
|
Total
|
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of year
|
$
|
629,552
|
|
|
$
|
275,546
|
|
|
$
|
123,115
|
|
|
$
|
23,472
|
|
|
$
|
1,051,685
|
|
Additions:
|
|
|
|
|
|
|
|
|
|
||||||||||
Provision for loan losses
|
31,812
|
|
|
(33,986
|
)
|
|
18,389
|
|
|
(1,988
|
)
|
|
14,227
|
|
|||||
Adjustment for FDIC-supported loans
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,542
|
)
|
|
(14,542
|
)
|
|||||
Deductions:
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross loan and lease charge-offs
|
(117,506
|
)
|
|
(82,944
|
)
|
|
(60,273
|
)
|
|
(6,466
|
)
|
|
(267,189
|
)
|
|||||
Recoveries
|
50,255
|
|
|
35,155
|
|
|
14,425
|
|
|
12,071
|
|
|
111,906
|
|
|||||
Net loan and lease charge-offs
|
(67,251
|
)
|
|
(47,789
|
)
|
|
(45,848
|
)
|
|
5,605
|
|
|
(155,283
|
)
|
|||||
Balance at end of year
|
$
|
594,113
|
|
|
$
|
193,771
|
|
|
$
|
95,656
|
|
|
$
|
12,547
|
|
|
$
|
896,087
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for unfunded lending commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of year
|
$
|
77,232
|
|
|
$
|
23,572
|
|
|
$
|
1,618
|
|
|
$
|
—
|
|
|
$
|
102,422
|
|
Provision charged (credited) to earnings
|
(9,858
|
)
|
|
14,280
|
|
|
(35
|
)
|
|
—
|
|
|
4,387
|
|
|||||
Balance at end of year
|
$
|
67,374
|
|
|
$
|
37,852
|
|
|
$
|
1,583
|
|
|
$
|
—
|
|
|
$
|
106,809
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses
|
$
|
594,113
|
|
|
$
|
193,771
|
|
|
$
|
95,656
|
|
|
$
|
12,547
|
|
|
$
|
896,087
|
|
Reserve for unfunded lending commitments
|
67,374
|
|
|
37,852
|
|
|
1,583
|
|
|
—
|
|
|
106,809
|
|
|||||
Total allowance for credit losses
|
$
|
661,487
|
|
|
$
|
231,623
|
|
|
$
|
97,239
|
|
|
$
|
12,547
|
|
|
$
|
1,002,896
|
|
|
December 31, 2011
|
|
|
||||||||||||||||||||
(In thousands)
|
Commercial
|
|
Commercial
real estate
|
|
Consumer
|
|
FDIC-
supported
1
|
|
Total
|
|
December 31, 2010
|
||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
$
|
762,709
|
|
|
$
|
487,235
|
|
|
$
|
154,326
|
|
|
$
|
37,673
|
|
|
$
|
1,441,943
|
|
|
$
|
1,532,379
|
|
Additions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision for loan losses
|
46,557
|
|
|
(21,940
|
)
|
|
42,720
|
|
|
7,195
|
|
|
74,532
|
|
|
852,693
|
|
||||||
Adjustment for FDIC-supported loans
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,851
|
)
|
|
(8,851
|
)
|
|
39,824
|
|
||||||
Deductions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross loan and lease charge-offs
|
(228,026
|
)
|
|
(223,974
|
)
|
|
(88,660
|
)
|
|
(19,497
|
)
|
|
(560,157
|
)
|
|
(1,073,813
|
)
|
||||||
Recoveries
|
48,312
|
|
|
34,225
|
|
|
14,729
|
|
|
6,952
|
|
|
104,218
|
|
|
90,860
|
|
||||||
Net loan and lease charge-offs
|
(179,714
|
)
|
|
(189,749
|
)
|
|
(73,931
|
)
|
|
(12,545
|
)
|
|
(455,939
|
)
|
|
(982,953
|
)
|
||||||
Balance at end of year
|
$
|
629,552
|
|
|
$
|
275,546
|
|
|
$
|
123,115
|
|
|
$
|
23,472
|
|
|
$
|
1,051,685
|
|
|
$
|
1,441,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reserve for unfunded lending commitments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
$
|
83,352
|
|
|
$
|
26,373
|
|
|
$
|
1,983
|
|
|
$
|
—
|
|
|
$
|
111,708
|
|
|
$
|
116,445
|
|
Provision charged (credited) to earnings
|
(6,120
|
)
|
|
(2,801
|
)
|
|
(365
|
)
|
|
—
|
|
|
(9,286
|
)
|
|
(4,737
|
)
|
||||||
Balance at end of year
|
$
|
77,232
|
|
|
$
|
23,572
|
|
|
$
|
1,618
|
|
|
$
|
—
|
|
|
$
|
102,422
|
|
|
$
|
111,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for loan losses
|
$
|
629,552
|
|
|
$
|
275,546
|
|
|
$
|
123,115
|
|
|
$
|
23,472
|
|
|
$
|
1,051,685
|
|
|
$
|
1,441,943
|
|
Reserve for unfunded lending commitments
|
77,232
|
|
|
23,572
|
|
|
1,618
|
|
|
—
|
|
|
102,422
|
|
|
111,708
|
|
||||||
Total allowance for credit losses
|
$
|
706,784
|
|
|
$
|
299,118
|
|
|
$
|
124,733
|
|
|
$
|
23,472
|
|
|
$
|
1,154,107
|
|
|
$
|
1,553,651
|
|
|
December 31, 2011
|
||||||||||||||||||
(In thousands)
|
Commercial
|
|
Commercial
real estate
|
|
Consumer
|
|
FDIC-
supported
|
|
Total
|
||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
$
|
11,456
|
|
|
$
|
20,971
|
|
|
$
|
8,995
|
|
|
$
|
623
|
|
|
$
|
42,045
|
|
Collectively evaluated for impairment
|
618,096
|
|
|
254,575
|
|
|
114,120
|
|
|
1,152
|
|
|
987,943
|
|
|||||
Purchased loans with evidence of credit deterioration
|
—
|
|
|
—
|
|
|
—
|
|
|
21,697
|
|
|
21,697
|
|
|||||
Total
|
$
|
629,552
|
|
|
$
|
275,546
|
|
|
$
|
123,115
|
|
|
$
|
23,472
|
|
|
$
|
1,051,685
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Outstanding loan balances:
|
|
|
|
|
|
|
|
|
|
||||||||||
Individually evaluated for impairment
|
$
|
349,662
|
|
|
$
|
668,022
|
|
|
$
|
113,798
|
|
|
$
|
2,701
|
|
|
$
|
1,134,183
|
|
Collectively evaluated for impairment
|
19,077,959
|
|
|
9,480,321
|
|
|
6,817,277
|
|
|
80,238
|
|
|
35,455,795
|
|
|||||
Purchased loans with evidence of credit deterioration
|
—
|
|
|
—
|
|
|
—
|
|
|
667,931
|
|
|
667,931
|
|
|||||
Total
|
$
|
19,427,621
|
|
|
$
|
10,148,343
|
|
|
$
|
6,931,075
|
|
|
$
|
750,870
|
|
|
$
|
37,257,909
|
|
|
December 31, 2011
|
||||||||||||||||||||||||||
(In thousands)
|
Current
|
|
30-89 days
past due
|
|
90+ days
past due
|
|
Total
past due
|
|
Total
loans
|
|
Accruing
loans
90+ days
past due
|
|
Nonaccrual
loans
that are
current
1
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans held for sale
|
$
|
183,344
|
|
|
$
|
—
|
|
|
$
|
18,246
|
|
|
$
|
18,246
|
|
|
$
|
201,590
|
|
|
$
|
30
|
|
|
$
|
—
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
10,311,691
|
|
|
$
|
62,153
|
|
|
$
|
74,271
|
|
|
$
|
136,424
|
|
|
$
|
10,448,115
|
|
|
$
|
4,966
|
|
|
$
|
47,939
|
|
Leasing
|
377,914
|
|
|
1,634
|
|
|
161
|
|
|
1,795
|
|
|
379,709
|
|
|
—
|
|
|
1,319
|
|
|||||||
Owner occupied
|
7,953,280
|
|
|
93,763
|
|
|
111,513
|
|
|
205,276
|
|
|
8,158,556
|
|
|
3,230
|
|
|
85,495
|
|
|||||||
Municipal
|
441,241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
441,241
|
|
|
—
|
|
|
—
|
|
|||||||
Total commercial
|
19,084,126
|
|
|
157,550
|
|
|
185,945
|
|
|
343,495
|
|
|
19,427,621
|
|
|
8,196
|
|
|
134,753
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
2,137,544
|
|
|
21,562
|
|
|
105,803
|
|
|
127,365
|
|
|
2,264,909
|
|
|
2,471
|
|
|
107,991
|
|
|||||||
Term
|
7,770,268
|
|
|
51,592
|
|
|
61,574
|
|
|
113,166
|
|
|
7,883,434
|
|
|
4,170
|
|
|
88,451
|
|
|||||||
Total commercial real estate
|
9,907,812
|
|
|
73,154
|
|
|
167,377
|
|
|
240,531
|
|
|
10,148,343
|
|
|
6,641
|
|
|
196,442
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
2,169,190
|
|
|
8,669
|
|
|
9,569
|
|
|
18,238
|
|
|
2,187,428
|
|
|
—
|
|
|
5,542
|
|
|||||||
1-4 family residential
|
3,846,012
|
|
|
18,985
|
|
|
56,219
|
|
|
75,204
|
|
|
3,921,216
|
|
|
2,833
|
|
|
32,067
|
|
|||||||
Construction and other consumer real estate
|
294,371
|
|
|
5,008
|
|
|
6,494
|
|
|
11,502
|
|
|
305,873
|
|
|
136
|
|
|
4,773
|
|
|||||||
Bankcard and other revolving plans
|
287,541
|
|
|
1,984
|
|
|
1,493
|
|
|
3,477
|
|
|
291,018
|
|
|
1,309
|
|
|
122
|
|
|||||||
Other
|
221,575
|
|
|
1,995
|
|
|
1,970
|
|
|
3,965
|
|
|
225,540
|
|
|
—
|
|
|
372
|
|
|||||||
Total consumer loans
|
6,818,689
|
|
|
36,641
|
|
|
75,745
|
|
|
112,386
|
|
|
6,931,075
|
|
|
4,278
|
|
|
42,876
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
FDIC-supported loans
|
634,114
|
|
|
27,791
|
|
|
88,965
|
|
|
116,756
|
|
|
750,870
|
|
|
74,502
|
|
|
7,848
|
|
|||||||
Total
|
$
|
36,444,741
|
|
|
$
|
295,136
|
|
|
$
|
518,032
|
|
|
$
|
813,168
|
|
|
$
|
37,257,909
|
|
|
$
|
93,617
|
|
|
$
|
381,919
|
|
|
December 31, 2012
|
||||||||||||||||||||||
(In thousands)
|
Pass
|
|
Special
Mention
|
|
Sub-
standard
|
|
Doubtful
|
|
Total
loans
|
|
Total
allowance
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans held for sale
|
$
|
251,651
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
251,651
|
|
|
$
|
—
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
10,717,594
|
|
|
$
|
198,645
|
|
|
$
|
336,230
|
|
|
$
|
4,476
|
|
|
$
|
11,256,945
|
|
|
|
||
Leasing
|
419,482
|
|
|
226
|
|
|
2,805
|
|
|
—
|
|
|
422,513
|
|
|
|
|||||||
Owner occupied
|
6,833,923
|
|
|
138,539
|
|
|
612,011
|
|
|
4,609
|
|
|
7,589,082
|
|
|
|
|||||||
Municipal
|
453,193
|
|
|
31,756
|
|
|
9,234
|
|
|
—
|
|
|
494,183
|
|
|
|
|||||||
Total commercial
|
18,424,192
|
|
|
369,166
|
|
|
960,280
|
|
|
9,085
|
|
|
19,762,723
|
|
|
$
|
594,113
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and land development
|
1,648,215
|
|
|
57,348
|
|
|
233,374
|
|
|
476
|
|
|
1,939,413
|
|
|
|
|||||||
Term
|
7,433,789
|
|
|
237,201
|
|
|
388,914
|
|
|
2,915
|
|
|
8,062,819
|
|
|
|
|||||||
Total commercial real estate
|
9,082,004
|
|
|
294,549
|
|
|
622,288
|
|
|
3,391
|
|
|
10,002,232
|
|
|
193,771
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity credit line
|
2,138,693
|
|
|
85
|
|
|
38,897
|
|
|
5
|
|
|
2,177,680
|
|
|
|
|||||||
1-4 family residential
|
4,234,426
|
|
|
4,316
|
|
|
111,063
|
|
|
524
|
|
|
4,350,329
|
|
|
|
|||||||
Construction and other consumer real estate
|
313,499
|
|
|
218
|
|
|
7,518
|
|
|
—
|
|
|
321,235
|
|
|
|
|||||||
Bankcard and other revolving plans
|
298,665
|
|
|
23
|
|
|
7,740
|
|
|
—
|
|
|
306,428
|
|
|
|
|||||||
Other
|
209,293
|
|
|
3,211
|
|
|
3,875
|
|
|
—
|
|
|
216,379
|
|
|
|
|||||||
Total consumer loans
|
7,194,576
|
|
|
7,853
|
|
|
169,093
|
|
|
529
|
|
|
7,372,051
|
|
|
95,656
|
|
||||||
FDIC-supported loans
|
327,609
|
|
|
24,980
|
|
|
175,652
|
|
|
—
|
|
|
528,241
|
|
|
12,547
|
|
||||||
Total
|
$
|
35,028,381
|
|
|
$
|
696,548
|
|
|
$
|
1,927,313
|
|
|
$
|
13,005
|
|
|
$
|
37,665,247
|
|
|
$
|
896,087
|
|
|
December 31, 2011
|
||||||||||||||||||||||
(In thousands)
|
Pass
|
|
Special
Mention
|
|
Sub-
standard
|
|
Doubtful
|
|
Total
loans
|
|
Total
allowance
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans held for sale
|
$
|
182,626
|
|
|
$
|
—
|
|
|
$
|
18,964
|
|
|
$
|
—
|
|
|
$
|
201,590
|
|
|
$
|
—
|
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
9,725,400
|
|
|
$
|
271,845
|
|
|
$
|
442,139
|
|
|
$
|
8,731
|
|
|
$
|
10,448,115
|
|
|
|
||
Leasing
|
362,711
|
|
|
5,878
|
|
|
11,120
|
|
|
—
|
|
|
379,709
|
|
|
|
|||||||
Owner occupied
|
7,481,207
|
|
|
184,821
|
|
|
486,584
|
|
|
5,944
|
|
|
8,158,556
|
|
|
|
|||||||
Municipal
|
425,807
|
|
|
15,434
|
|
|
—
|
|
|
—
|
|
|
441,241
|
|
|
|
|||||||
Total commercial
|
17,995,125
|
|
|
477,978
|
|
|
939,843
|
|
|
14,675
|
|
|
19,427,621
|
|
|
$
|
629,552
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and land development
|
1,647,741
|
|
|
187,323
|
|
|
426,152
|
|
|
3,693
|
|
|
2,264,909
|
|
|
|
|||||||
Term
|
7,243,678
|
|
|
196,377
|
|
|
437,390
|
|
|
5,989
|
|
|
7,883,434
|
|
|
|
|||||||
Total commercial real estate
|
8,891,419
|
|
|
383,700
|
|
|
863,542
|
|
|
9,682
|
|
|
10,148,343
|
|
|
275,546
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity credit line
|
2,136,190
|
|
|
106
|
|
|
51,089
|
|
|
43
|
|
|
2,187,428
|
|
|
|
|||||||
1-4 family residential
|
3,788,958
|
|
|
5,736
|
|
|
126,277
|
|
|
245
|
|
|
3,921,216
|
|
|
|
|||||||
Construction and other consumer real estate
|
274,712
|
|
|
12,206
|
|
|
16,967
|
|
|
1,988
|
|
|
305,873
|
|
|
|
|||||||
Bankcard and other revolving plans
|
278,767
|
|
|
3,832
|
|
|
8,419
|
|
|
—
|
|
|
291,018
|
|
|
|
|||||||
Other
|
221,114
|
|
|
163
|
|
|
4,256
|
|
|
7
|
|
|
225,540
|
|
|
|
|||||||
Total consumer loans
|
6,699,741
|
|
|
22,043
|
|
|
207,008
|
|
|
2,283
|
|
|
6,931,075
|
|
|
123,115
|
|
||||||
FDIC-supported loans
|
499,955
|
|
|
35,877
|
|
|
215,032
|
|
|
6
|
|
|
750,870
|
|
|
23,472
|
|
||||||
Total
|
$
|
34,086,240
|
|
|
$
|
919,598
|
|
|
$
|
2,225,425
|
|
|
$
|
26,646
|
|
|
$
|
37,257,909
|
|
|
$
|
1,051,685
|
|
|
December 31, 2012
|
|
Year Ended
December 31, 2012 |
|
||||||||||||||||||||||||
(In thousands)
|
Unpaid
principal
balance
|
|
Recorded investment
|
|
Total
recorded
investment
|
|
Related
allowance
|
|
Average
recorded
investment
|
|
Interest
income recognized |
|
||||||||||||||||
with no
allowance
|
|
with
allowance
|
|
|
|
|||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
176,521
|
|
|
$
|
27,035
|
|
|
$
|
119,780
|
|
|
$
|
146,815
|
|
|
$
|
12,198
|
|
|
$
|
199,238
|
|
|
$
|
3,557
|
|
|
Owner occupied
|
210,319
|
|
|
79,413
|
|
|
106,282
|
|
|
185,695
|
|
|
17,105
|
|
|
262,511
|
|
|
2,512
|
|
|
|||||||
Municipal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||
Total commercial
|
386,840
|
|
|
106,448
|
|
|
226,062
|
|
|
332,510
|
|
|
29,303
|
|
|
461,749
|
|
|
6,069
|
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
182,385
|
|
|
67,241
|
|
|
85,855
|
|
|
153,096
|
|
|
5,178
|
|
|
274,226
|
|
|
4,785
|
|
|
|||||||
Term
|
310,242
|
|
|
70,718
|
|
|
187,112
|
|
|
257,830
|
|
|
16,725
|
|
|
410,901
|
|
|
7,298
|
|
|
|||||||
Total commercial real estate
|
492,627
|
|
|
137,959
|
|
|
272,967
|
|
|
410,926
|
|
|
21,903
|
|
|
685,127
|
|
|
12,083
|
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
14,339
|
|
|
8,055
|
|
|
3,444
|
|
|
11,499
|
|
|
297
|
|
|
2,766
|
|
|
42
|
|
|
|||||||
1-4 family residential
|
108,934
|
|
|
42,602
|
|
|
49,867
|
|
|
92,469
|
|
|
12,921
|
|
|
107,118
|
|
|
1,629
|
|
|
|||||||
Construction and other consumer real estate
|
7,054
|
|
|
2,710
|
|
|
3,085
|
|
|
5,795
|
|
|
517
|
|
|
9,697
|
|
|
188
|
|
|
|||||||
Bankcard and other revolving plans
|
287
|
|
|
—
|
|
|
287
|
|
|
287
|
|
|
1
|
|
|
24
|
|
|
—
|
|
|
|||||||
Other
|
2,454
|
|
|
1,832
|
|
|
175
|
|
|
2,007
|
|
|
22
|
|
|
1,055
|
|
|
—
|
|
|
|||||||
Total consumer loans
|
133,068
|
|
|
55,199
|
|
|
56,858
|
|
|
112,057
|
|
|
13,758
|
|
|
120,660
|
|
|
1,859
|
|
|
|||||||
FDIC-supported loans
|
895,804
|
|
|
275,187
|
|
|
195,158
|
|
|
470,345
|
|
|
12,125
|
|
|
622,125
|
|
|
89,921
|
|
1
|
|||||||
Total
|
$
|
1,908,339
|
|
|
$
|
574,793
|
|
|
$
|
751,045
|
|
|
$
|
1,325,838
|
|
|
$
|
77,089
|
|
|
$
|
1,889,661
|
|
|
$
|
109,932
|
|
|
|
December 31, 2011
|
|
Year Ended
December 31, 2011 |
|
||||||||||||||||||||||||
(In thousands)
|
Unpaid
principal
balance
|
|
Recorded investment
|
|
Total
recorded
investment
|
|
Related
allowance
|
|
Average
recorded
investment
|
|
Interest
income recognized |
|
||||||||||||||||
with no
allowance
|
|
with
allowance
|
|
|
||||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
212,263
|
|
|
$
|
69,492
|
|
|
$
|
66,438
|
|
|
$
|
135,930
|
|
|
$
|
6,373
|
|
|
$
|
184,280
|
|
|
$
|
1,967
|
|
|
Owner occupied
|
258,173
|
|
|
135,555
|
|
|
78,177
|
|
|
213,732
|
|
|
5,083
|
|
|
280,121
|
|
|
2,829
|
|
|
|||||||
Municipal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,937
|
|
|
—
|
|
|
|||||||
Total commercial
|
470,436
|
|
|
205,047
|
|
|
144,615
|
|
|
349,662
|
|
|
11,456
|
|
|
467,338
|
|
|
4,796
|
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
405,499
|
|
|
178,113
|
|
|
136,634
|
|
|
314,747
|
|
|
8,925
|
|
|
439,803
|
|
|
5,026
|
|
|
|||||||
Term
|
414,998
|
|
|
187,345
|
|
|
165,930
|
|
|
353,275
|
|
|
12,046
|
|
|
398,841
|
|
|
9,113
|
|
|
|||||||
Total commercial real estate
|
820,497
|
|
|
365,458
|
|
|
302,564
|
|
|
668,022
|
|
|
20,971
|
|
|
838,644
|
|
|
14,139
|
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
1,955
|
|
|
384
|
|
|
1,469
|
|
|
1,853
|
|
|
411
|
|
|
1,381
|
|
|
1
|
|
|
|||||||
1-4 family residential
|
116,498
|
|
|
58,392
|
|
|
39,960
|
|
|
98,352
|
|
|
7,555
|
|
|
105,794
|
|
|
1,408
|
|
|
|||||||
Construction and other consumer real estate
|
13,340
|
|
|
4,537
|
|
|
6,188
|
|
|
10,725
|
|
|
1,026
|
|
|
12,327
|
|
|
84
|
|
|
|||||||
Bankcard and other revolving plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
|||||||
Other
|
2,889
|
|
|
2,840
|
|
|
28
|
|
|
2,868
|
|
|
3
|
|
|
3,626
|
|
|
1
|
|
|
|||||||
Total consumer loans
|
134,682
|
|
|
66,153
|
|
|
47,645
|
|
|
113,798
|
|
|
8,995
|
|
|
123,160
|
|
|
1,494
|
|
|
|||||||
FDIC-supported loans
|
919,869
|
|
|
296,741
|
|
|
373,891
|
|
|
670,632
|
|
|
22,320
|
|
|
769,646
|
|
|
120,067
|
|
1
|
|||||||
Total
|
$
|
2,345,484
|
|
|
$
|
933,399
|
|
|
$
|
868,715
|
|
|
$
|
1,802,114
|
|
|
$
|
63,742
|
|
|
$
|
2,198,788
|
|
|
$
|
140,496
|
|
|
1
|
The balance of interest income recognized results primarily from accretion of interest income on impaired FDIC-supported loans.
|
|
December 31, 2012
|
||||||||||||||||||||||||||
|
Recorded investment resulting from the following modification types:
|
|
|
||||||||||||||||||||||||
(In thousands)
|
Interest
rate below
market
|
|
Maturity
or term
extension
|
|
Principal
forgiveness
|
|
Payment
deferral
|
|
Other
1
|
|
Multiple
modification
types
2
|
|
Total
|
||||||||||||||
Accruing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
5,388
|
|
|
$
|
6,139
|
|
|
$
|
—
|
|
|
$
|
3,585
|
|
|
$
|
17,647
|
|
|
$
|
44,684
|
|
|
$
|
77,443
|
|
Owner occupied
|
20,963
|
|
|
12,104
|
|
|
—
|
|
|
4,013
|
|
|
9,305
|
|
|
13,598
|
|
|
59,983
|
|
|||||||
Total commercial
|
26,351
|
|
|
18,243
|
|
|
—
|
|
|
7,598
|
|
|
26,952
|
|
|
58,282
|
|
|
137,426
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
1,718
|
|
|
9,868
|
|
|
2
|
|
|
59
|
|
|
8,432
|
|
|
30,248
|
|
|
50,327
|
|
|||||||
Term
|
30,118
|
|
|
1,854
|
|
|
8,433
|
|
|
3,807
|
|
|
32,302
|
|
|
82,809
|
|
|
159,323
|
|
|||||||
Total commercial real estate
|
31,836
|
|
|
11,722
|
|
|
8,435
|
|
|
3,866
|
|
|
40,734
|
|
|
113,057
|
|
|
209,650
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
744
|
|
|
—
|
|
|
5,965
|
|
|
—
|
|
|
300
|
|
|
218
|
|
|
7,227
|
|
|||||||
1-4 family residential
|
2,665
|
|
|
1,324
|
|
|
5,923
|
|
|
147
|
|
|
3,319
|
|
|
36,199
|
|
|
49,577
|
|
|||||||
Construction and other consumer real estate
|
147
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
641
|
|
|
2,354
|
|
|
3,142
|
|
|||||||
Other
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|||||||
Total consumer loans
|
3,556
|
|
|
1,327
|
|
|
11,888
|
|
|
147
|
|
|
4,261
|
|
|
38,771
|
|
|
59,950
|
|
|||||||
Total accruing
|
61,743
|
|
|
31,292
|
|
|
20,323
|
|
|
11,611
|
|
|
71,947
|
|
|
210,110
|
|
|
407,026
|
|
|||||||
Nonaccruing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
318
|
|
|
5,667
|
|
|
—
|
|
|
480
|
|
|
2,035
|
|
|
17,379
|
|
|
25,879
|
|
|||||||
Owner occupied
|
3,822
|
|
|
4,816
|
|
|
654
|
|
|
4,701
|
|
|
7,643
|
|
|
7,803
|
|
|
29,439
|
|
|||||||
Total commercial
|
4,140
|
|
|
10,483
|
|
|
654
|
|
|
5,181
|
|
|
9,678
|
|
|
25,182
|
|
|
55,318
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
18,255
|
|
|
1,308
|
|
|
—
|
|
|
—
|
|
|
1,807
|
|
|
68,481
|
|
|
89,851
|
|
|||||||
Term
|
3,042
|
|
|
536
|
|
|
—
|
|
|
2,645
|
|
|
9,389
|
|
|
17,718
|
|
|
33,330
|
|
|||||||
Total commercial real estate
|
21,297
|
|
|
1,844
|
|
|
—
|
|
|
2,645
|
|
|
11,196
|
|
|
86,199
|
|
|
123,181
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
—
|
|
|
—
|
|
|
4,008
|
|
|
—
|
|
|
131
|
|
|
143
|
|
|
4,282
|
|
|||||||
1-4 family residential
|
4,697
|
|
|
5,637
|
|
|
4,048
|
|
|
—
|
|
|
1,693
|
|
|
14,240
|
|
|
30,315
|
|
|||||||
Construction and other consumer real estate
|
7
|
|
|
1,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
243
|
|
|
1,921
|
|
|||||||
Bankcard and other revolving plans
|
—
|
|
|
287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|
—
|
|
|
—
|
|
|
172
|
|
|||||||
Total consumer loans
|
4,704
|
|
|
7,595
|
|
|
8,056
|
|
|
172
|
|
|
1,824
|
|
|
14,626
|
|
|
36,977
|
|
|||||||
Total nonaccruing
|
30,141
|
|
|
19,922
|
|
|
8,710
|
|
|
7,998
|
|
|
22,698
|
|
|
126,007
|
|
|
215,476
|
|
|||||||
Total
|
$
|
91,884
|
|
|
$
|
51,214
|
|
|
$
|
29,033
|
|
|
$
|
19,609
|
|
|
$
|
94,645
|
|
|
$
|
336,117
|
|
|
$
|
622,502
|
|
|
December 31, 2011
|
||||||||||||||||||||||||||
|
Recorded investment resulting from the following modification types:
|
|
|
||||||||||||||||||||||||
(In thousands)
|
Interest
rate below
market
|
|
Maturity
or term
extension
|
|
Principal
forgiveness
|
|
Payment
deferral
|
|
Other
1
|
|
Multiple
modification
types
2
|
|
Total
|
||||||||||||||
Accruing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
302
|
|
|
$
|
7,727
|
|
|
$
|
—
|
|
|
$
|
1,955
|
|
|
$
|
27,370
|
|
|
$
|
4,517
|
|
|
$
|
41,871
|
|
Owner occupied
|
1,875
|
|
|
15,224
|
|
|
37
|
|
|
1,008
|
|
|
5,504
|
|
|
20,449
|
|
|
44,097
|
|
|||||||
Total commercial
|
2,177
|
|
|
22,951
|
|
|
37
|
|
|
2,963
|
|
|
32,874
|
|
|
24,966
|
|
|
85,968
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
644
|
|
|
33,284
|
|
|
565
|
|
|
—
|
|
|
28,911
|
|
|
34,862
|
|
|
98,266
|
|
|||||||
Term
|
2,738
|
|
|
33,885
|
|
|
3,027
|
|
|
23,640
|
|
|
54,031
|
|
|
95,868
|
|
|
213,189
|
|
|||||||
Total commercial real estate
|
3,382
|
|
|
67,169
|
|
|
3,592
|
|
|
23,640
|
|
|
82,942
|
|
|
130,730
|
|
|
311,455
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||||
1-4 family residential
|
3,270
|
|
|
1,663
|
|
|
525
|
|
|
—
|
|
|
6,103
|
|
|
34,839
|
|
|
46,400
|
|
|||||||
Construction and other consumer real estate
|
166
|
|
|
1,444
|
|
|
—
|
|
|
—
|
|
|
635
|
|
|
1,981
|
|
|
4,226
|
|
|||||||
Other
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||||
Total consumer loans
|
3,436
|
|
|
3,135
|
|
|
525
|
|
|
—
|
|
|
6,770
|
|
|
36,820
|
|
|
50,686
|
|
|||||||
Total accruing
|
8,995
|
|
|
93,255
|
|
|
4,154
|
|
|
26,603
|
|
|
122,586
|
|
|
192,516
|
|
|
448,109
|
|
|||||||
Nonaccruing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
3,526
|
|
|
6,094
|
|
|
—
|
|
|
1,429
|
|
|
8,384
|
|
|
10,202
|
|
|
29,635
|
|
|||||||
Owner occupied
|
4,464
|
|
|
1,101
|
|
|
715
|
|
|
6,575
|
|
|
17,070
|
|
|
10,300
|
|
|
40,225
|
|
|||||||
Total commercial
|
7,990
|
|
|
7,195
|
|
|
715
|
|
|
8,004
|
|
|
25,454
|
|
|
20,502
|
|
|
69,860
|
|
|||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Construction and land development
|
15,088
|
|
|
3,348
|
|
|
19
|
|
|
2,060
|
|
|
7,441
|
|
|
94,502
|
|
|
122,458
|
|
|||||||
Term
|
3,445
|
|
|
50
|
|
|
—
|
|
|
4,250
|
|
|
4,724
|
|
|
65,316
|
|
|
77,785
|
|
|||||||
Total commercial real estate
|
18,533
|
|
|
3,398
|
|
|
19
|
|
|
6,310
|
|
|
12,165
|
|
|
159,818
|
|
|
200,243
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity credit line
|
195
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|
69
|
|
|
517
|
|
|||||||
1-4 family residential
|
1,386
|
|
|
85
|
|
|
939
|
|
|
718
|
|
|
1,391
|
|
|
18,476
|
|
|
22,995
|
|
|||||||
Construction and other consumer real estate
|
18
|
|
|
1,837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|
2,210
|
|
|||||||
Total consumer loans
|
1,599
|
|
|
1,922
|
|
|
939
|
|
|
718
|
|
|
1,644
|
|
|
18,900
|
|
|
25,722
|
|
|||||||
Total nonaccruing
|
28,122
|
|
|
12,515
|
|
|
1,673
|
|
|
15,032
|
|
|
39,263
|
|
|
199,220
|
|
|
295,825
|
|
|||||||
Total
|
$
|
37,117
|
|
|
$
|
105,770
|
|
|
$
|
5,827
|
|
|
$
|
41,635
|
|
|
$
|
161,849
|
|
|
$
|
391,736
|
|
|
$
|
743,934
|
|
(In thousands)
|
|
Year Ended
December 31,
|
|
||||||
|
|
2012
|
|
2011
|
|
||||
Commercial:
|
|
|
|
|
|
||||
Commercial and industrial
|
|
$
|
(287
|
)
|
|
$
|
(46
|
)
|
|
Owner occupied
|
|
(1,612
|
)
|
|
(1,650
|
)
|
|
||
Total commercial
|
|
(1,899
|
)
|
|
(1,696
|
)
|
|
||
Commercial real estate:
|
|
|
|
|
|
||||
Construction and land development
|
|
(1,069
|
)
|
|
(244
|
)
|
|
||
Term
|
|
(6,664
|
)
|
|
(7,096
|
)
|
|
||
Total commercial real estate
|
|
(7,733
|
)
|
|
(7,340
|
)
|
|
||
Consumer:
|
|
|
|
|
|
||||
Home equity credit line
|
|
(86
|
)
|
|
—
|
|
|
||
1-4 family residential
|
|
(16,164
|
)
|
|
(10,188
|
)
|
|
||
Construction and other consumer real estate
|
|
(674
|
)
|
|
(406
|
)
|
|
||
Total consumer loans
|
|
(16,924
|
)
|
|
(10,594
|
)
|
|
||
Total decrease to interest income
|
|
$
|
(26,556
|
)
|
1
|
$
|
(19,630
|
)
|
1
|
1
|
Calculated based on the difference between the modified rate and the premodified rate applied to the recorded investment.
|
(In thousands)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
Accruing
|
|
Nonaccruing
|
|
Total
|
|
Accruing
|
|
Nonaccruing
|
|
Total
|
|||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
|
$
|
—
|
|
|
$
|
1,816
|
|
|
$
|
1,816
|
|
|
$
|
35
|
|
|
$
|
1,700
|
|
|
$
|
1,735
|
|
Owner occupied
|
|
159
|
|
|
679
|
|
|
838
|
|
|
—
|
|
|
441
|
|
|
441
|
|
||||||
Total commercial
|
|
159
|
|
|
2,495
|
|
|
2,654
|
|
|
35
|
|
|
2,141
|
|
|
2,176
|
|
||||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction and land development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,667
|
|
|
11,667
|
|
||||||
Term
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,971
|
|
|
5,971
|
|
||||||
Total commercial real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,638
|
|
|
17,638
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity credit line
|
|
—
|
|
|
336
|
|
|
336
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
1-4 family residential
|
|
—
|
|
|
8,085
|
|
|
8,085
|
|
|
—
|
|
|
2,745
|
|
|
2,745
|
|
||||||
Total consumer loans
|
|
—
|
|
|
8,421
|
|
|
8,421
|
|
|
—
|
|
|
2,745
|
|
|
2,745
|
|
||||||
Total
|
|
$
|
159
|
|
|
$
|
10,916
|
|
|
$
|
11,075
|
|
|
$
|
35
|
|
|
$
|
22,524
|
|
|
$
|
22,559
|
|
|
December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Commercial
|
$
|
227,414
|
|
|
$
|
321,515
|
|
Commercial real estate
|
382,068
|
|
|
556,197
|
|
||
Consumer
|
41,398
|
|
|
57,391
|
|
||
Outstanding balance
|
$
|
650,880
|
|
|
$
|
935,103
|
|
|
|
|
|
||||
Carrying amount
|
$
|
472,040
|
|
|
$
|
672,159
|
|
ALLL
|
12,077
|
|
|
21,604
|
|
||
Carrying amount, net
|
$
|
459,963
|
|
|
$
|
650,555
|
|
(In thousands)
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Balance at beginning of year
|
$
|
184,679
|
|
|
$
|
277,005
|
|
Accretion
|
(89,849
|
)
|
|
(119,752
|
)
|
||
Reclassification from nonaccretable difference
|
30,632
|
|
|
28,511
|
|
||
Disposals and other
|
8,999
|
|
|
(1,085
|
)
|
||
Balance at end of year
|
$
|
134,461
|
|
|
$
|
184,679
|
|
(In thousands)
|
2012
|
|
2011
|
||||
|
|||||||
|
|
|
|
||||
Balance at beginning of year
|
$
|
133,810
|
|
|
$
|
195,516
|
|
Amounts filed with the FDIC and collected or in process
1
|
17,004
|
|
|
2,874
|
|
||
Net change in asset balance due to reestimation of projected cash flows
2
|
(59,885
|
)
|
|
(64,580
|
)
|
||
Balance at end of year
|
$
|
90,929
|
|
|
$
|
133,810
|
|
1
|
Beginning in the latter half of 2011, the FDIC changed its reimbursement process to require that submitted expenses must be paid, not just incurred, to qualify for reimbursement.
|
2
|
Negative amounts result from the accretion of loan balances based on increases in cash flow estimates on the underlying indemnified loans.
|
7.
|
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
Notional
amount
|
|
Fair value
|
|
Notional
amount
|
|
Fair value
|
||||||||||||||||
(In thousands)
|
Other
assets
|
|
Other
liabilities
|
|
Other
assets
|
|
Other
liabilities
|
||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Asset derivatives
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flow hedges
1
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
150,000
|
|
|
$
|
1,188
|
|
|
$
|
—
|
|
|
$
|
335,000
|
|
|
$
|
7,341
|
|
|
$
|
—
|
|
Total derivatives designated as hedging instruments
|
150,000
|
|
|
1,188
|
|
|
—
|
|
|
335,000
|
|
|
7,341
|
|
|
—
|
|
||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
98,524
|
|
|
1,043
|
|
|
1,047
|
|
|
145,388
|
|
|
1,952
|
|
|
1,977
|
|
||||||
Interest rate swaps for customers
2
|
2,607,603
|
|
|
79,579
|
|
|
82,926
|
|
|
2,638,601
|
|
|
82,648
|
|
|
87,363
|
|
||||||
Basis swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
85,000
|
|
|
3
|
|
|
11
|
|
||||||
Options contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
1,700,000
|
|
|
11
|
|
|
—
|
|
||||||
Total return swap
|
1,159,686
|
|
|
—
|
|
|
5,127
|
|
|
1,159,686
|
|
|
—
|
|
|
5,422
|
|
||||||
Total derivatives not designated as hedging instruments
|
3,865,813
|
|
|
80,622
|
|
|
89,100
|
|
|
5,728,675
|
|
|
84,614
|
|
|
94,773
|
|
||||||
Total derivatives
|
$
|
4,015,813
|
|
|
$
|
81,810
|
|
|
$
|
89,100
|
|
|
$
|
6,063,675
|
|
|
$
|
91,955
|
|
|
$
|
94,773
|
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||||||||||||||||||||||||
|
Amount of derivative gain (loss) recognized/reclassified
|
||||||||||||||||||||||||||||||
(In thousands)
|
OCI
|
|
Reclassified
from AOCI
to interest
income
|
|
Noninterest
income
(expense)
|
|
Offset to
interest
expense
|
|
OCI
|
|
Reclassified
from AOCI
to interest
income
|
|
Noninterest
income
(expense)
|
|
Offset to
interest
expense
|
||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Asset derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash flow hedges
1
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
390
|
|
|
$
|
13,062
|
|
|
|
|
|
|
$
|
2,104
|
|
|
$
|
35,323
|
|
|
|
|
|
||||||||
Interest rate floors
|
—
|
|
|
—
|
|
|
|
|
|
|
221
|
|
|
1,950
|
|
|
|
|
|
||||||||||||
|
390
|
|
|
13,062
|
|
|
|
|
|
|
|
2,325
|
|
|
37,273
|
|
3
|
|
|
|
|
||||||||||
Liability derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Terminated swaps on long-term debt
|
|
|
|
|
|
|
$
|
3,054
|
|
|
|
|
|
|
|
|
$
|
2,950
|
|
||||||||||||
Total derivatives designated as hedging instruments
|
390
|
|
|
13,062
|
|
|
|
|
|
3,054
|
|
|
2,325
|
|
|
37,273
|
|
|
|
|
|
2,950
|
|
||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
|
|
|
|
$
|
(1,467
|
)
|
|
|
|
|
|
|
|
$
|
123
|
|
|
|
||||||||||||
Interest rate swaps for customers
2
|
|
|
|
|
7,858
|
|
|
|
|
|
|
|
|
3,730
|
|
|
|
||||||||||||||
Energy commodity swaps for customers
2
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
56
|
|
|
|
||||||||||||||
Basis swaps
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
170
|
|
|
|
||||||||||||||
Futures contracts
|
|
|
|
|
(13
|
)
|
|
|
|
|
|
|
|
6,493
|
|
|
|
||||||||||||||
Options contracts
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
(27
|
)
|
|
|
||||||||||||||
Total return swap
|
|
|
|
|
(21,707
|
)
|
|
|
|
|
|
|
|
(10,699
|
)
|
|
|
||||||||||||||
Total derivatives not designated as hedging instruments
|
|
|
|
|
(15,311
|
)
|
|
|
|
|
|
|
|
(154
|
)
|
|
|
||||||||||||||
Total derivatives
|
$
|
390
|
|
|
$
|
13,062
|
|
|
$
|
(15,311
|
)
|
|
$
|
3,054
|
|
|
$
|
2,325
|
|
|
$
|
37,273
|
|
|
$
|
(154
|
)
|
|
$
|
2,950
|
|
1)
|
The Company built on its fair valuation process for the underlying CDO portfolio and utilized those same projected cash flows to quantify the extent and timing of payments to be received from the Trustee related to each CDO and in the aggregate. For valuation purposes, we assumed that a market participant would cancel the TRS at the first opportunity if the TRS did not have a positive value based on the best estimates of cash flows through maturity. Consequently, the fair value approximated the amount of required payments up to the earliest termination date.
|
2)
|
A valuation from a market participant in possession of all relevant terms and costs of the TRS structure.
|
(In thousands)
|
December 31,
|
||||||
2012
|
|
2011
|
|||||
|
|
|
|
||||
Land
|
$
|
184,762
|
|
|
$
|
187,187
|
|
Buildings
|
497,449
|
|
|
488,985
|
|
||
Furniture and equipment
|
622,170
|
|
|
593,046
|
|
||
Leasehold improvements
|
121,953
|
|
|
120,015
|
|
||
Total
|
1,426,334
|
|
|
1,389,233
|
|
||
Less accumulated depreciation and amortization
|
717,452
|
|
|
669,957
|
|
||
Net book value
|
$
|
708,882
|
|
|
$
|
719,276
|
|
|
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Net carrying amount
|
||||||||||||||||||
(In thousands)
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Core deposit intangibles
|
|
$
|
180,290
|
|
|
$
|
213,555
|
|
|
$
|
(133,628
|
)
|
|
$
|
(151,790
|
)
|
|
$
|
46,662
|
|
|
$
|
61,765
|
|
Customer relationships and other intangibles
|
|
29,064
|
|
|
29,064
|
|
|
(24,908
|
)
|
|
(22,999
|
)
|
|
4,156
|
|
|
6,065
|
|
||||||
|
|
$
|
209,354
|
|
|
$
|
242,619
|
|
|
$
|
(158,536
|
)
|
|
$
|
(174,789
|
)
|
|
$
|
50,818
|
|
|
$
|
67,830
|
|
(In thousands)
|
|
Zions Bank
|
|
CB&T
|
|
Amegy
|
|
Other
|
|
Consolidated Company
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2010
|
|
$
|
19,514
|
|
|
$
|
379,024
|
|
|
$
|
615,623
|
|
|
$
|
1,000
|
|
|
$
|
1,015,161
|
|
Adjustment
1
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
|||||
Balance at December 31, 2011
|
|
19,514
|
|
|
379,024
|
|
|
615,591
|
|
|
1,000
|
|
|
1,015,129
|
|
|||||
Impairment losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
|
(1,000
|
)
|
|||||
Balance at December 31, 2012
|
|
$
|
19,514
|
|
|
$
|
379,024
|
|
|
$
|
615,591
|
|
|
$
|
—
|
|
|
$
|
1,014,129
|
|
1
|
Adjustment to goodwill consists of the tax benefit derived from the exercise of certain employee stock options that existed at the time of the acquisition of Amegy.
|
10.
|
DEPOSITS
|
(In thousands)
|
|
|
||
|
|
|
||
2013
|
|
$
|
2,465,659
|
|
2014
|
|
337,816
|
|
|
2015
|
|
164,136
|
|
|
2016
|
|
119,398
|
|
|
2017
|
|
88,339
|
|
|
Thereafter
|
|
978
|
|
|
|
|
$
|
3,176,326
|
|
(Dollars in thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Federal funds purchased:
|
|
|
|
|
|
|
||||||
Average amount outstanding
|
|
$
|
280,859
|
|
|
$
|
312,730
|
|
|
$
|
465,661
|
|
Weighted average rate
|
|
0.19
|
%
|
|
0.20
|
%
|
|
0.22
|
%
|
|||
Highest month-end balance
|
|
$
|
560,674
|
|
|
$
|
361,217
|
|
|
$
|
814,264
|
|
Year-end balance
|
|
175,468
|
|
|
214,224
|
|
|
310,727
|
|
|||
Weighted average rate on outstandings at year-end
|
|
0.43
|
%
|
|
0.20
|
%
|
|
0.15
|
%
|
|||
|
|
|
|
|
|
|
||||||
Security repurchase agreements:
|
|
|
|
|
|
|
||||||
Average amount outstanding
|
|
$
|
190,365
|
|
|
$
|
340,015
|
|
|
$
|
454,288
|
|
Weighted average rate
|
|
0.04
|
%
|
|
0.05
|
%
|
|
0.08
|
%
|
|||
Highest month-end balance
|
|
$
|
264,187
|
|
|
$
|
393,874
|
|
|
$
|
615,170
|
|
Year-end balance
|
|
145,010
|
|
|
393,874
|
|
|
411,531
|
|
|||
Weighted average rate on outstandings at year-end
|
|
0.04
|
%
|
|
0.06
|
%
|
|
0.07
|
%
|
|||
|
|
|
|
|
|
|
||||||
Federal funds purchased and security repurchase agreements at year-end
|
|
$
|
320,478
|
|
|
$
|
608,098
|
|
|
$
|
722,258
|
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2012
|
|
2011
|
||||
|
|
|
|
|
||||
Senior medium-term notes
|
|
$
|
4,951
|
|
|
$
|
66,883
|
|
Commercial paper
|
|
—
|
|
|
3,063
|
|
||
Other
|
|
458
|
|
|
327
|
|
||
|
|
$
|
5,409
|
|
|
$
|
70,273
|
|
12.
|
LONG-TERM DEBT
|
(In thousands)
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
|
|
|
|
|
||||
Junior subordinated debentures related to trust preferred securities
|
|
$
|
461,858
|
|
|
$
|
461,858
|
|
Convertible subordinated notes
|
|
308,468
|
|
|
323,159
|
|
||
Subordinated notes
|
|
217,175
|
|
|
220,168
|
|
||
Senior medium-term notes
|
|
1,325,630
|
|
|
924,716
|
|
||
FHLB advances
|
|
23,300
|
|
|
23,840
|
|
||
Capital lease obligations and other
|
|
682
|
|
|
721
|
|
||
|
|
$
|
2,337,113
|
|
|
$
|
1,954,462
|
|
(Dollars in thousands)
|
|
Balance
|
|
Interest rate
1
|
|
Maturity
|
||
|
|
|
|
|
|
|
||
ZCTB
|
|
$
|
293,815
|
|
|
8.00%
|
|
Sep 2032
|
Amegy Trust I
|
|
51,547
|
|
|
3mL+2.85% (3.16%)
|
|
Dec 2033
|
|
Amegy Trust II
|
|
36,083
|
|
|
3mL+1.90% (2.24%)
|
|
Oct 2034
|
|
Amegy Trust III
|
|
61,856
|
|
|
3mL+1.78% (2.09%)
|
|
Dec 2034
|
|
Stockmen’s Trust II
|
|
7,732
|
|
|
3mL+3.15% (3.46%)
|
|
Mar 2033
|
|
Stockmen’s Trust III
|
|
7,732
|
|
|
3mL+2.89% (3.20%)
|
|
Mar 2034
|
|
Intercontinental Statutory Trust I
|
|
3,093
|
|
|
3mL+2.85% (3.16%)
|
|
Mar 2034
|
|
|
|
$
|
461,858
|
|
|
|
|
|
1
|
Designation of “3mL” is three-month LIBOR; effective interest rate at the beginning of the accrual period commencing on or before
December 31, 2012
is shown in parenthesis.
|
(Dollars in thousands)
|
|
Convertible
subordinated notes
|
|
Subordinated notes
|
|
|
||||||||||||
Interest rate
|
|
Balance
|
|
Par amount
|
|
Balance
|
|
Par amount
|
|
Maturity
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
5.65%
|
|
$
|
57,983
|
|
|
$
|
75,867
|
|
|
$
|
31,346
|
|
|
$
|
30,173
|
|
|
May 2014
|
6.00%
|
|
128,223
|
|
|
195,283
|
|
|
45,021
|
|
|
42,303
|
|
|
Sep 2015
|
||||
5.50%
|
|
122,262
|
|
|
186,651
|
|
|
65,808
|
|
|
62,078
|
|
|
Nov 2015
|
||||
3mL+1.25% (1.63%)
|
1,000
|
|
|
|
|
75,000
|
|
|
75,000
|
|
2,000
|
Sep 2014
|
||||||
|
|
$
|
308,468
|
|
|
$
|
457,801
|
|
|
$
|
217,175
|
|
|
$
|
209,554
|
|
|
|
1
|
Designation of “3mL” is three-month LIBOR; effective interest rate at the beginning of the accrual period commencing on or before
December 31, 2012
is shown in parenthesis.
|
2
|
Issued by Amegy
.
|
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
Balance at beginning of year
|
|
$
|
224,206
|
|
|
$
|
385,831
|
|
|
$
|
616,240
|
|
Discount amortization on convertible subordinated debt
|
|
(43,341
|
)
|
|
(46,021
|
)
|
|
(57,963
|
)
|
|||
Accelerated discount amortization on convertible subordinated debt
|
|
(31,532
|
)
|
|
(115,604
|
)
|
|
(172,446
|
)
|
|||
Total amortization
|
|
(74,873
|
)
|
|
(161,625
|
)
|
|
(230,409
|
)
|
|||
Balance at end of year
|
|
$
|
149,333
|
|
|
$
|
224,206
|
|
|
$
|
385,831
|
|
(Dollars in thousands)
|
|
|
|
|
|||||
Interest rate
|
|
Balance
|
|
Par amount
|
|
Maturity
|
|||
|
|
|
|
|
|
|
|||
7.75%
|
|
474,722
|
|
|
499,900
|
|
|
Sep 2014
|
|
4.0%
|
|
195,225
|
|
|
198,448
|
|
|
Jun 2016
|
|
4.5%
|
|
385,299
|
|
|
400,000
|
|
|
Mar 2017
|
|
2.55% - 5.50%
|
|
270,384
|
|
|
270,796
|
|
|
Feb 2013 - Nov 2019
|
|
|
|
$
|
1,325,630
|
|
|
|
|
|
(In thousands)
|
|
Consolidated
|
|
Parent only
|
||||
|
|
|
|
|
||||
2013
|
|
$
|
18,286
|
|
|
$
|
18,246
|
|
2014
|
|
699,842
|
|
|
624,773
|
|
||
2015
|
|
437,923
|
|
|
437,868
|
|
||
2016
|
|
267,548
|
|
|
267,498
|
|
||
2017
|
|
385,352
|
|
|
385,299
|
|
||
Thereafter
|
|
520,372
|
|
|
344,078
|
|
||
|
|
$
|
2,329,323
|
|
|
$
|
2,077,762
|
|
13.
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
Shares at
December 31, 2012
|
|
Carrying value at
December 31,
|
||||||||||
(Dollar amounts in thousands)
|
|
Rate
|
|
Earliest
redemption date
|
|
Authorized
|
|
Outstanding
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Series A
|
|
Floating
|
|
December 15, 2011
|
|
140,000
|
|
|
60,093
|
|
|
$
|
60,220
|
|
|
$
|
59,740
|
|
Series C
|
|
9.5%
|
|
September 15, 2013
|
|
1,400,000
|
|
|
798,257
|
|
|
924,332
|
|
|
820,016
|
|
||
Series D, TARP Capital Purchase Program
|
|
|
|
|
|
|
|
|
|
—
|
|
|
1,355,304
|
|
||||
Series E
|
|
|
|
|
|
|
|
|
|
—
|
|
|
142,500
|
|
||||
Series F
|
|
7.9%
|
|
June 15, 2017
|
|
250,000
|
|
|
143,750
|
|
|
143,750
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
$
|
1,128,302
|
|
|
$
|
2,377,560
|
|
(In thousands)
|
|
Net unrealized
gains (losses)
on investments
|
|
Net unrealized
gains (losses)
on derivative
instruments
|
|
Pension
and post-
retirement
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2009
|
|
|
$
|
(462,412
|
)
|
|
|
|
$
|
68,059
|
|
|
|
$
|
(42,546
|
)
|
|
$
|
(436,899
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net realized and unrealized holding gains, net of income tax expense of $2,230
|
|
|
4,248
|
|
|
|
|
|
|
|
|
|
4,248
|
|
||||||
Reclassification for net losses included in earnings, net of income tax benefit of $28,611
|
|
|
45,689
|
|
|
|
|
|
|
|
|
|
45,689
|
|
||||||
Noncredit-related impairment losses on securities not expected to be sold, net of income tax benefit of $27,177
|
|
|
(43,920
|
)
|
|
|
|
|
|
|
|
|
(43,920
|
)
|
||||||
Accretion of securities with noncredit-related impairment losses not expected to be sold, net of income tax expense of $81
|
|
|
131
|
|
|
|
|
|
|
|
|
|
131
|
|
||||||
Net unrealized losses, net of reclassification to earnings of $74,936 and income tax benefit of $23,405
|
|
|
|
|
|
|
(37,357
|
)
|
|
|
|
|
(37,357
|
)
|
||||||
Pension and postretirement, net of income tax expense of $4,440
|
|
|
|
|
|
|
|
|
|
6,812
|
|
|
6,812
|
|
||||||
Other comprehensive income (loss)
|
|
|
6,148
|
|
|
|
|
(37,357
|
)
|
|
|
6,812
|
|
|
(24,397
|
)
|
||||
Balance at December 31, 2010
|
|
|
(456,264
|
)
|
|
|
|
30,702
|
|
|
|
(35,734
|
)
|
|
(461,296
|
)
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net realized and unrealized holding losses, net of income tax benefit of $47,986
|
|
|
(77,280
|
)
|
|
|
|
|
|
|
|
|
(77,280
|
)
|
||||||
Reclassification for net losses included in earnings, net of income tax benefit of $8,194
|
|
|
12,852
|
|
|
|
|
|
|
|
|
|
12,852
|
|
||||||
Noncredit-related impairment losses on securities not expected to be sold, net of income tax benefit of $17,161
|
|
|
(26,481
|
)
|
|
|
|
|
|
|
|
|
(26,481
|
)
|
||||||
Accretion of securities with noncredit-related impairment losses not expected to be sold, net of income tax expense of $255
|
|
|
410
|
|
|
|
|
|
|
|
|
|
410
|
|
||||||
Net unrealized losses, net of reclassification to earnings of $37,273 and income tax benefit of $13,649
|
|
|
|
|
|
|
(21,298
|
)
|
|
|
|
|
(21,298
|
)
|
||||||
Pension and postretirement, net of income tax benefit of $12,353
|
|
|
|
|
|
|
|
|
|
(18,991
|
)
|
|
(18,991
|
)
|
||||||
Other comprehensive loss
|
|
|
(90,499
|
)
|
|
|
|
(21,298
|
)
|
|
|
(18,991
|
)
|
|
(130,788
|
)
|
||||
Balance at December 31, 2011
|
|
|
(546,763
|
)
|
|
|
|
9,404
|
|
|
|
(54,725
|
)
|
|
(592,084
|
)
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net realized and unrealized holding gains, net of income tax expense of $79,704
|
|
|
129,330
|
|
|
|
|
|
|
|
|
|
129,330
|
|
||||||
Reclassification for net losses included in earnings, net of income tax benefit of $32,816
|
|
|
51,360
|
|
|
|
|
|
|
|
|
|
51,360
|
|
||||||
Noncredit-related impairment losses on securities not expected to be sold, net of income tax benefit of $23,790
|
|
|
(38,406
|
)
|
|
|
|
|
|
|
|
|
(38,406
|
)
|
||||||
Accretion of securities with noncredit-related impairment losses not expected to be sold, net of income tax expense of $4,488
|
|
|
6,863
|
|
|
|
|
|
|
|
|
|
6,863
|
|
||||||
Net unrealized losses, net of reclassification to earnings of $13,062 and income tax benefit of $5,063
|
|
|
|
|
|
|
(7,610
|
)
|
|
|
|
|
(7,610
|
)
|
||||||
Pension and postretirement, net of income tax expense of $2,870
|
|
|
|
|
|
|
|
|
|
4,390
|
|
|
4,390
|
|
||||||
Other comprehensive income (loss)
|
|
|
149,147
|
|
|
|
|
(7,610
|
)
|
|
|
4,390
|
|
|
145,927
|
|
||||
Balance at December 31, 2012
|
|
|
$
|
(397,616
|
)
|
|
|
|
$
|
1,794
|
|
|
|
$
|
(50,335
|
)
|
|
$
|
(446,157
|
)
|
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
185,404
|
|
|
$
|
62,810
|
|
|
$
|
(80,914
|
)
|
Deferred
|
|
(20,086
|
)
|
|
106,902
|
|
|
(15,210
|
)
|
|||
|
|
165,318
|
|
|
169,712
|
|
|
(96,124
|
)
|
|||
State:
|
|
|
|
|
|
|
||||||
Current
|
|
(1,775
|
)
|
|
20,169
|
|
|
2,760
|
|
|||
Deferred
|
|
29,873
|
|
|
8,702
|
|
|
(13,455
|
)
|
|||
|
|
28,098
|
|
|
28,871
|
|
|
(10,695
|
)
|
|||
|
|
$
|
193,416
|
|
|
$
|
198,583
|
|
|
$
|
(106,819
|
)
|
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
Income tax expense (benefit) at statutory federal rate
|
|
$
|
189,548
|
|
|
$
|
182,446
|
|
|
$
|
(141,109
|
)
|
State income taxes, net
|
|
18,264
|
|
|
18,766
|
|
|
(6,952
|
)
|
|||
Other nondeductible expenses
|
|
11,291
|
|
|
24,361
|
|
|
52,004
|
|
|||
Nontaxable income
|
|
(20,137
|
)
|
|
(19,691
|
)
|
|
(21,662
|
)
|
|||
Surrender of bank-owned life insurance
|
|
—
|
|
|
—
|
|
|
28,923
|
|
|||
Tax credits and other taxes
|
|
(3,172
|
)
|
|
(5,977
|
)
|
|
(9,007
|
)
|
|||
Other
|
|
(2,378
|
)
|
|
(1,322
|
)
|
|
(9,016
|
)
|
|||
|
|
$
|
193,416
|
|
|
$
|
198,583
|
|
|
$
|
(106,819
|
)
|
|
|
December 31,
|
||||||
(In thousands)
|
|
2012
|
|
2011
|
||||
Gross deferred tax assets:
|
|
|
|
|
||||
Book loan loss deduction in excess of tax
|
|
$
|
372,206
|
|
|
$
|
425,281
|
|
Pension and postretirement
|
|
46,198
|
|
|
46,958
|
|
||
Deferred compensation
|
|
58,312
|
|
|
58,505
|
|
||
Other real estate owned
|
|
16,306
|
|
|
27,796
|
|
||
Accrued severance costs
|
|
2,515
|
|
|
2,577
|
|
||
Security investments and derivative fair value adjustments
|
|
236,286
|
|
|
283,410
|
|
||
Net operating losses, capital losses and tax credits
|
|
36,600
|
|
|
57,914
|
|
||
Other
|
|
59,809
|
|
|
56,789
|
|
||
|
|
828,232
|
|
|
959,230
|
|
||
Valuation allowance
|
|
(4,261
|
)
|
|
(4,261
|
)
|
||
Total deferred tax assets
|
|
823,971
|
|
|
954,969
|
|
||
|
|
|
|
|
||||
Gross deferred tax liabilities:
|
|
|
|
|
||||
Core deposits and purchase accounting
|
|
(24,185
|
)
|
|
(28,356
|
)
|
||
Premises and equipment, due to differences in depreciation
|
|
(16,258
|
)
|
|
(19,810
|
)
|
||
FHLB stock dividends
|
|
(13,423
|
)
|
|
(14,861
|
)
|
||
Leasing operations
|
|
(111,265
|
)
|
|
(120,990
|
)
|
||
Prepaid expenses
|
|
(7,057
|
)
|
|
(6,285
|
)
|
||
Prepaid pension reserves
|
|
(18,350
|
)
|
|
(20,441
|
)
|
||
Subordinated debt modification
|
|
(185,733
|
)
|
|
(208,206
|
)
|
||
Deferred loan fees
|
|
(21,209
|
)
|
|
(20,856
|
)
|
||
FDIC-supported transactions
|
|
(17,957
|
)
|
|
(3,469
|
)
|
||
Other
|
|
(2,929
|
)
|
|
(2,561
|
)
|
||
Total deferred tax liabilities
|
|
(418,366
|
)
|
|
(445,835
|
)
|
||
Net deferred tax assets
|
|
$
|
405,605
|
|
|
$
|
509,134
|
|
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
Balance at beginning of year
|
|
$
|
13,722
|
|
|
$
|
15,366
|
|
|
$
|
16,677
|
|
Tax positions related to current year:
|
|
|
|
|
|
|
||||||
Additions
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Tax positions related to prior years:
|
|
|
|
|
|
|
||||||
Additions
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions
|
|
(11,337
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements with taxing authorities
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Lapses in statutes of limitations
|
|
—
|
|
|
(1,644
|
)
|
|
(1,311
|
)
|
|||
Balance at end of year
|
|
$
|
2,385
|
|
|
$
|
13,722
|
|
|
$
|
15,366
|
|
(In thousands, except per share amounts)
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Basic:
|
|
|
|
|
|
|
||||||
Net income (loss) applicable to controlling interest
|
|
$
|
349,516
|
|
|
$
|
323,804
|
|
|
$
|
(292,728
|
)
|
Less common and preferred dividends
|
|
178,277
|
|
|
177,775
|
|
|
126,427
|
|
|||
Undistributed earnings (loss)
|
|
171,239
|
|
|
146,029
|
|
|
(419,155
|
)
|
|||
Less undistributed earnings applicable to nonvested shares
|
|
1,600
|
|
|
1,300
|
|
|
—
|
|
|||
Undistributed earnings (loss) applicable to common shares
|
|
169,639
|
|
|
144,729
|
|
|
(419,155
|
)
|
|||
Distributed earnings applicable to common shares
|
|
7,321
|
|
|
7,292
|
|
|
6,565
|
|
|||
Total earnings (loss) applicable to common shares
|
|
$
|
176,960
|
|
|
$
|
152,021
|
|
|
$
|
(412,590
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
183,081
|
|
|
182,393
|
|
|
166,054
|
|
|||
|
|
|
|
|
|
|
||||||
Net earnings (loss) per common share
|
|
$
|
0.97
|
|
|
$
|
0.83
|
|
|
$
|
(2.48
|
)
|
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
|
||||||
Total earnings (loss) applicable to common shares
|
|
$
|
176,960
|
|
|
$
|
152,021
|
|
|
$
|
(412,590
|
)
|
Additional undistributed earnings allocated to incremental shares
|
|
—
|
|
|
41
|
|
|
—
|
|
|||
Diluted earnings (loss) applicable to common shares
|
|
$
|
176,960
|
|
|
$
|
152,062
|
|
|
$
|
(412,590
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
183,081
|
|
|
182,393
|
|
|
166,054
|
|
|||
Additional weighted average dilutive shares
|
|
155
|
|
|
212
|
|
|
—
|
|
|||
Weighted average diluted common shares outstanding
|
|
183,236
|
|
|
182,605
|
|
|
166,054
|
|
|||
|
|
|
|
|
|
|
||||||
Net earnings (loss) per common share
|
|
$
|
0.97
|
|
|
$
|
0.83
|
|
|
$
|
(2.48
|
)
|
(In thousands)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
|
|
|
|
|
|
||||||
Compensation expense
|
|
$
|
31,533
|
|
|
$
|
29,019
|
|
|
$
|
26,834
|
|
Reduction of income tax expense
|
|
10,724
|
|
|
9,768
|
|
|
9,315
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted average of fair value for options granted
|
|
$
|
4.88
|
|
|
$
|
5.78
|
|
|
$
|
6.59
|
|
Weighted average assumptions used:
|
|
|
|
|
|
|
||||||
Expected dividend yield
|
|
1.5
|
%
|
|
1.0
|
%
|
|
1.0
|
%
|
|||
Expected volatility
|
|
35.0
|
%
|
|
30.0
|
%
|
|
33.0
|
%
|
|||
Risk-free interest rate
|
|
0.67
|
%
|
|
1.46
|
%
|
|
1.89
|
%
|
|||
Expected life (in years)
|
|
4.5
|
|
|
4.5
|
|
|
4.5
|
|
|
|
Outstanding stock options
|
|
|
||||||||||||||||
|
|
Number of shares
|
|
Weighted average exercise price
|
|
Weighted average remaining contractual life (years)
|
|
Exercisable stock options
|
||||||||||||
Exercise price range
|
|
|
|
Number of shares
|
|
Weighted average exercise price
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
$0.32 to $19.99
|
|
1,279,665
|
|
|
$
|
17.20
|
|
|
|
5.4
|
|
1
|
|
434,693
|
|
|
$
|
14.08
|
|
|
$20.00 to $24.99
|
|
1,430,519
|
|
|
23.82
|
|
|
|
4.8
|
|
|
|
722,546
|
|
|
23.86
|
|
|||
$25.00 to $29.99
|
|
637,000
|
|
|
27.96
|
|
|
|
2.6
|
|
|
|
607,250
|
|
|
27.96
|
|
|||
$30.00 to $39.99
|
|
10,000
|
|
|
32.45
|
|
|
|
2.5
|
|
|
|
10,000
|
|
|
32.45
|
|
|||
$40.00 to $44.99
|
|
14,000
|
|
|
41.69
|
|
|
|
2.8
|
|
|
|
14,000
|
|
|
41.69
|
|
|||
$45.00 to $49.99
|
|
1,451,967
|
|
|
47.38
|
|
|
|
2.2
|
|
|
|
1,451,967
|
|
|
47.38
|
|
|||
$50.00 to $59.99
|
|
147,837
|
|
|
57.81
|
|
|
|
2.0
|
|
|
|
147,837
|
|
|
57.81
|
|
|||
$60.00 to $79.99
|
|
138,885
|
|
|
68.51
|
|
|
|
1.7
|
|
|
|
138,885
|
|
|
68.51
|
|
|||
$80.00 to $81.99
|
|
397,139
|
|
|
81.10
|
|
|
|
0.6
|
|
|
|
397,139
|
|
|
81.10
|
|
|||
$82.00 to $83.38
|
|
455,313
|
|
|
83.24
|
|
|
|
1.5
|
|
|
|
455,313
|
|
|
83.24
|
|
|||
|
|
5,962,325
|
|
|
38.87
|
|
|
|
3.4
|
|
1
|
|
|
4,379,630
|
|
|
45.26
|
|
1
|
The weighted average remaining contractual life excludes
21,252
stock options without a fixed expiration date that were acquired with the Amegy acquisition by the Company in 2005. They expire between the date of termination and one year from the date of termination, depending upon certain circumstances.
|
|
Number of shares
|
|
Weighted average issue price
|
|||
|
|
|
|
|||
Nonvested restricted shares at December 31, 2009
|
1,524,650
|
|
|
$
|
32.44
|
|
Issued
|
644,504
|
|
|
23.85
|
|
|
Vested
|
(428,593
|
)
|
|
43.88
|
|
|
Forfeited
|
(128,918
|
)
|
|
28.19
|
|
|
Nonvested restricted shares at December 31, 2010
|
1,611,643
|
|
|
26.30
|
|
|
Issued
|
616,234
|
|
|
23.43
|
|
|
Vested
|
(569,794
|
)
|
|
30.43
|
|
|
Forfeited
|
(258,229
|
)
|
|
24.23
|
|
|
Nonvested restricted shares at December 31, 2011
|
1,399,854
|
|
|
23.74
|
|
|
Issued
|
87,480
|
|
|
17.57
|
|
|
Vested
|
(582,361
|
)
|
|
25.34
|
|
|
Forfeited
|
(53,737
|
)
|
|
22.83
|
|
|
Nonvested restricted shares at December 31, 2012
|
851,236
|
|
|
22.07
|
|
|
Number of restricted stock units
|
|
Weighted average grant price
|
|||
|
|
|
|
|||
Restricted stock units at December 31, 2010
|
—
|
|
|
—
|
|
|
Granted
|
146,165
|
|
|
$
|
23.69
|
|
Restricted stock units at December 31, 2011
|
146,165
|
|
|
23.69
|
|
|
Granted
|
726,779
|
|
|
18.29
|
|
|
Vested
|
(34,885
|
)
|
|
22.46
|
|
|
Forfeited
|
(15,306
|
)
|
|
20.22
|
|
|
Restricted stock units at December 31, 2012
|
822,753
|
|
|
19.04
|
|
|
December 31,
|
||||||
(In thousands)
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Commitments to extend credit
|
$
|
14,277,347
|
|
|
$
|
12,541,278
|
|
Standby letters of credit:
|
|
|
|
||||
Financial
|
774,427
|
|
|
914,986
|
|
||
Performance
|
190,029
|
|
|
165,298
|
|
||
Commercial letters of credit
|
91,978
|
|
|
134,462
|
|
(in thousands)
|
|
|
||
2013
|
|
$
|
46,272
|
|
2014
|
|
44,517
|
|
|
2015
|
|
40,960
|
|
|
2016
|
|
38,348
|
|
|
2017
|
|
33,180
|
|
|
Thereafter
|
|
141,284
|
|
|
|
|
$
|
344,561
|
|
•
|
two complaints relating to allegedly wrongful acts in our processing of overdraft fees on debit card transactions in which the plaintiffs seek monetary awards on the basis of various common law claims,
|
◦
|
Barlow, et. al. v. Zions First National Bank and Zions Bancorporation
, pending in the United States District Court for the District of Utah, and
|
◦
|
Sadlier, et. al. v. National Bank of Arizona
, pending in the Superior Court for the State of Arizona, County of Maricopa;
|
•
|
a complaint relating to our banking relationships with customers that allegedly engaged in wrongful telemarketing practices in which the plaintiff seeks a trebled monetary award under the federal RICO Act,
Reyes v. Zions First National Bank, et. al.
, pending in the United States District Court for the Eastern District of Pennsylvania; and
|
•
|
a complaint arising from our banking relationships with Frederick Berg and a number of investment funds controlled by him using the “Meridian” brand name, in which the liquidating trustee for the funds seeks an award from us, on the basis of aiding and abetting liability, for monetary damages suffered by victims of a fraud allegedly perpetrated by Berg,
In re Consolidated Meridian Funds a/k/a Meridian Investors Trust, Mark Calvert as Liquidating Trustee, et. al. vs. Zions Bancorporation and The Commerce Bank of Washington, N.A.
, pending in the United States Bankruptcy Court for the Western District of Washington.
|
•
|
possible money laundering activities of a customer of one of our banking subsidiaries and the anti-money laundering practices of that bank (conducted by the United States Attorneys Office for the Southern District of New York);
|
•
|
the practices of our subsidiary, Contango Capital Advisors, Inc., relative to certain investment products acquired by Contango clients from sponsors and issuers unaffiliated with us (conducted by the staff of the Salt Lake City office of the SEC); and
|
•
|
the practices of our subsidiary, Zions Bank, relating primarily to payment processing for allegedly fraudulent telemarketers connected with the Reyes case noted previously (conducted by the United States Attorneys Office for the Eastern District of Pennsylvania).
|
18.
|
REGULATORY MATTERS
|
(Dollar amounts in thousands)
|
Actual
|
|
To be well capitalized
|
||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||||
As of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
||||||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
||||||
The Company
|
$
|
6,616,521
|
|
|
15.05
|
%
|
|
$
|
4,396,983
|
|
|
10.00
|
|
%
|
|
Zions First National Bank
|
2,034,662
|
|
|
14.17
|
|
|
|
1,435,690
|
|
|
10.00
|
|
|
||
California Bank & Trust
|
1,222,822
|
|
|
14.18
|
|
|
|
862,218
|
|
|
10.00
|
|
|
||
Amegy Bank N.A.
|
1,598,708
|
|
|
15.17
|
|
|
|
1,054,110
|
|
|
10.00
|
|
|
||
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
||||||
The Company
|
5,883,669
|
|
|
13.38
|
|
|
|
2,638,190
|
|
|
6.00
|
|
|
||
Zions First National Bank
|
1,861,218
|
|
|
12.96
|
|
|
|
861,414
|
|
|
6.00
|
|
|
||
California Bank & Trust
|
1,114,315
|
|
|
12.92
|
|
|
|
517,331
|
|
|
6.00
|
|
|
||
Amegy Bank N.A.
|
1,466,001
|
|
|
13.91
|
|
|
|
632,466
|
|
|
6.00
|
|
|
||
Tier 1 capital (to average assets)
|
|
|
|
|
|
|
|
|
|
||||||
The Company
|
5,883,669
|
|
|
10.96
|
|
|
|
na
|
|
|
na
|
|
1
|
||
Zions First National Bank
|
1,861,218
|
|
|
10.58
|
|
|
|
879,719
|
|
|
5.00
|
|
|
||
California Bank & Trust
|
1,114,315
|
|
|
10.37
|
|
|
|
537,534
|
|
|
5.00
|
|
|
||
Amegy Bank N.A.
|
1,466,001
|
|
|
12.03
|
|
|
|
609,319
|
|
|
5.00
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||
As of December 31, 2011:
|
|
|
|
|
|
|
|
|
|
||||||
Total capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
||||||
The Company
|
$
|
7,780,107
|
|
|
18.06
|
|
%
|
|
$
|
4,307,688
|
|
|
10.00
|
|
%
|
Zions First National Bank
|
2,131,963
|
|
|
14.61
|
|
|
|
1,459,248
|
|
|
10.00
|
|
|
||
California Bank & Trust
|
1,266,587
|
|
|
15.08
|
|
|
|
840,036
|
|
|
10.00
|
|
|
||
Amegy Bank N.A.
|
1,720,124
|
|
|
17.26
|
|
|
|
996,468
|
|
|
10.00
|
|
|
||
Tier 1 capital (to risk-weighted assets)
|
|
|
|
|
|
|
|
|
|
||||||
The Company
|
6,946,290
|
|
|
16.13
|
|
|
|
2,584,613
|
|
|
6.00
|
|
|
||
Zions First National Bank
|
1,951,598
|
|
|
13.37
|
|
|
|
875,549
|
|
|
6.00
|
|
|
||
California Bank & Trust
|
1,160,310
|
|
|
13.81
|
|
|
|
504,021
|
|
|
6.00
|
|
|
||
Amegy Bank N.A.
|
1,593,667
|
|
|
15.99
|
|
|
|
597,881
|
|
|
6.00
|
|
|
||
Tier 1 capital (to average assets)
|
|
|
|
|
|
|
|
|
|
||||||
The Company
|
6,946,290
|
|
|
13.40
|
|
|
|
na
|
|
|
na
|
|
1
|
||
Zions First National Bank
|
1,951,598
|
|
|
11.59
|
|
|
|
841,812
|
|
|
5.00
|
|
|
||
California Bank & Trust
|
1,160,310
|
|
|
10.96
|
|
|
|
529,209
|
|
|
5.00
|
|
|
||
Amegy Bank N.A.
|
1,593,667
|
|
|
14.41
|
|
|
|
552,911
|
|
|
5.00
|
|
|
1
|
There is no Tier 1 leverage ratio component in the definition of a well capitalized bank holding company
.
|
(In thousands)
|
|
Pension
|
|
Supplemental
Retirement
|
|
Postretirement
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
|
$
|
184,141
|
|
|
$
|
165,736
|
|
|
$
|
11,357
|
|
|
$
|
11,230
|
|
|
$
|
1,149
|
|
|
$
|
1,095
|
|
Service cost
|
|
29
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
32
|
|
||||||
Interest cost
|
|
7,558
|
|
|
8,336
|
|
|
460
|
|
|
558
|
|
|
47
|
|
|
54
|
|
||||||
Actuarial (gain) loss
|
|
9,693
|
|
|
18,773
|
|
|
481
|
|
|
584
|
|
|
(27
|
)
|
|
65
|
|
||||||
Benefits paid
|
|
(10,213
|
)
|
|
(8,804
|
)
|
|
(1,064
|
)
|
|
(1,015
|
)
|
|
(76
|
)
|
|
(97
|
)
|
||||||
Benefit obligation at end of year
|
|
191,208
|
|
|
184,141
|
|
|
11,234
|
|
|
11,357
|
|
|
1,129
|
|
|
1,149
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
|
147,444
|
|
|
160,756
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actual return on plan assets
|
|
19,851
|
|
|
(4,508
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employer contributions
|
|
—
|
|
|
—
|
|
|
1,064
|
|
|
1,015
|
|
|
76
|
|
|
97
|
|
||||||
Benefits paid
|
|
(10,213
|
)
|
|
(8,804
|
)
|
|
(1,064
|
)
|
|
(1,015
|
)
|
|
(76
|
)
|
|
(97
|
)
|
||||||
Fair value of plan assets at end of year
|
|
157,082
|
|
|
147,444
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Funded status
|
|
$
|
(34,126
|
)
|
|
$
|
(36,697
|
)
|
|
$
|
(11,234
|
)
|
|
$
|
(11,357
|
)
|
|
$
|
(1,129
|
)
|
|
$
|
(1,149
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liability for pension/postretirement benefits
|
|
$
|
(34,126
|
)
|
|
$
|
(36,697
|
)
|
|
$
|
(11,234
|
)
|
|
$
|
(11,357
|
)
|
|
$
|
(1,129
|
)
|
|
$
|
(1,149
|
)
|
Accumulated other comprehensive income (loss)
|
(80,743
|
)
|
|
(88,778
|
)
|
|
(2,587
|
)
|
|
(2,117
|
)
|
|
526
|
|
|
830
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated other comprehensive income (loss) consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net gain (loss)
|
|
$
|
(80,743
|
)
|
|
$
|
(88,778
|
)
|
|
$
|
(2,412
|
)
|
|
$
|
(1,817
|
)
|
|
$
|
376
|
|
|
$
|
436
|
|
Prior service credit (cost)
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
|
(300
|
)
|
|
150
|
|
|
394
|
|
||||||
|
|
$
|
(80,743
|
)
|
|
$
|
(88,778
|
)
|
|
$
|
(2,587
|
)
|
|
$
|
(2,117
|
)
|
|
$
|
526
|
|
|
$
|
830
|
|
(In thousands)
|
|
Pension
|
|
Supplemental Retirement
|
|
Postretirement
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Net gain (loss)
|
|
$
|
(8,631
|
)
|
|
|
$
|
1
|
|
|
|
|
$
|
75
|
|
|
Prior service credit (cost)
|
|
—
|
|
|
|
(125
|
)
|
|
|
|
150
|
|
|
|||
|
|
$
|
(8,631
|
)
|
|
|
$
|
(124
|
)
|
|
|
|
$
|
225
|
|
|
(In thousands)
|
|
Pension
|
|
Supplemental
Retirement
|
|
Postretirement
|
||||||||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
|
$
|
29
|
|
|
$
|
100
|
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
32
|
|
|
$
|
35
|
|
Interest cost
|
|
7,558
|
|
|
8,336
|
|
|
8,597
|
|
|
460
|
|
|
558
|
|
|
613
|
|
|
47
|
|
|
54
|
|
|
61
|
|
|||||||||
Expected return on plan assets
|
|
(11,308
|
)
|
|
(12,443
|
)
|
|
(8,211
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Amortization of net actuarial (gain) loss
|
9,184
|
|
|
5,290
|
|
|
5,735
|
|
|
(114
|
)
|
|
(16
|
)
|
|
(19
|
)
|
|
(87
|
)
|
|
(125
|
)
|
|
(149
|
)
|
||||||||||
Amortization of prior service (credit) cost
|
|
|
|
|
|
|
124
|
|
|
124
|
|
|
124
|
|
|
(244
|
)
|
|
(244
|
)
|
|
(243
|
)
|
|||||||||||||
Settlement loss
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
|
|
|
|
|
|||||||||||||||
Net periodic benefit cost (credit)
|
|
$
|
5,463
|
|
|
$
|
1,283
|
|
|
$
|
6,301
|
|
|
$
|
470
|
|
|
$
|
666
|
|
|
$
|
760
|
|
|
$
|
(248
|
)
|
|
$
|
(283
|
)
|
|
$
|
(296
|
)
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Used to determine benefit obligation at year-end:
|
|
|
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.75
|
|
%
|
|
4.25
|
|
%
|
|
5.20
|
|
%
|
Rate of compensation increase
|
|
3.50
|
|
|
|
3.50
|
|
|
|
3.50
|
|
|
Used to determine net periodic benefit cost for the years ended December 31:
|
|
|
|
|
|
|
|
|
|
|||
Discount rate
|
|
4.25
|
|
|
|
5.20
|
|
|
|
5.60
|
|
|
Expected long-term return on plan assets
|
|
8.00
|
|
|
|
8.00
|
|
|
|
8.00
|
|
|
Rate of compensation increase
|
|
3.50
|
|
|
|
3.50
|
|
|
|
3.50
|
|
|
(In thousands)
|
|
Pension
|
|
Supplemental Retirement
|
|
Postretirement
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
2013
|
|
$
|
10,546
|
|
|
|
$
|
2,079
|
|
|
|
|
$
|
87
|
|
|
2014
|
|
10,044
|
|
|
|
878
|
|
|
|
|
97
|
|
|
|||
2015
|
|
9,726
|
|
|
|
822
|
|
|
|
|
101
|
|
|
|||
2016
|
|
9,557
|
|
|
|
1,068
|
|
|
|
|
106
|
|
|
|||
2017
|
|
10,160
|
|
|
|
788
|
|
|
|
|
111
|
|
|
|||
Years 2018 - 2022
|
|
54,347
|
|
|
|
3,726
|
|
|
|
|
525
|
|
|
(In thousands)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
%
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Company common stock
|
|
$
|
6,890
|
|
|
|
|
|
|
$
|
6,890
|
|
|
4
|
|
|
$
|
8,091
|
|
|
|
|
|
|
$
|
8,091
|
|
|
6
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Equity
|
|
4,407
|
|
|
|
|
|
|
4,407
|
|
|
3
|
|
|
4,803
|
|
|
|
|
|
|
4,803
|
|
|
3
|
|
||||||||||||
Debt
|
|
6,848
|
|
|
|
|
|
|
6,848
|
|
|
4
|
|
|
5,899
|
|
|
|
|
|
|
5,899
|
|
|
4
|
|
||||||||||||
Insurance company pooled separate accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Equity investments
|
|
|
|
$
|
85,938
|
|
|
|
|
85,938
|
|
|
55
|
|
|
|
|
$
|
79,797
|
|
|
|
|
79,797
|
|
|
54
|
|
||||||||||
Debt investments
|
|
|
|
27,566
|
|
|
|
|
27,566
|
|
|
18
|
|
|
|
|
25,979
|
|
|
|
|
25,979
|
|
|
18
|
|
||||||||||||
Real estate
|
|
|
|
6,875
|
|
|
|
|
6,875
|
|
|
4
|
|
|
|
|
6,250
|
|
|
|
|
6,250
|
|
|
4
|
|
||||||||||||
Guaranteed deposit account
|
|
|
|
|
|
$
|
13,869
|
|
|
13,869
|
|
|
9
|
|
|
|
|
|
|
$
|
12,476
|
|
|
12,476
|
|
|
8
|
|
||||||||||
Limited partnerships
|
|
|
|
|
|
4,689
|
|
|
4,689
|
|
|
3
|
|
|
|
|
|
|
4,149
|
|
|
4,149
|
|
|
3
|
|
||||||||||||
|
|
$
|
18,145
|
|
|
$
|
120,379
|
|
|
$
|
18,558
|
|
|
$
|
157,082
|
|
|
100
|
|
|
$
|
18,793
|
|
|
$
|
112,026
|
|
|
$
|
16,625
|
|
|
$
|
147,444
|
|
|
100
|
|
|
|
Level 3 Instruments
|
||||||||||||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2012
|
|
2011
|
||||||||||||||||||||
(In thousands)
|
|
Guaranteed deposit account
|
|
Limited partnerships
|
|
Guaranteed deposit account
|
|
Limited partnerships
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of year
|
|
|
$
|
12,476
|
|
|
|
|
$
|
4,149
|
|
|
|
|
$
|
10,918
|
|
|
|
|
$
|
2,635
|
|
|
Net increases (decreases) included in plan statement of change in net assets available for benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net appreciation (depreciation) in fair value of investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Realized
|
|
|
—
|
|
|
|
|
317
|
|
|
|
|
—
|
|
|
|
|
245
|
|
|
||||
Unrealized
|
|
|
—
|
|
|
|
|
(1,264
|
)
|
|
|
|
—
|
|
|
|
|
(161
|
)
|
|
||||
Interest and dividends
|
|
|
525
|
|
|
|
|
383
|
|
|
|
|
635
|
|
|
|
|
130
|
|
|
||||
Purchases
|
|
|
868
|
|
|
|
|
1,104
|
|
|
|
|
923
|
|
|
|
|
1,300
|
|
|
||||
Balance at end of year
|
|
|
$
|
13,869
|
|
|
|
|
$
|
4,689
|
|
|
|
|
$
|
12,476
|
|
|
|
|
$
|
4,149
|
|
|
20.
|
FAIR VALUE
|
(In thousands)
|
December 31, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Investment securities:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury, agencies and corporations
|
$
|
102,982
|
|
|
$
|
1,692,637
|
|
|
|
|
$
|
1,795,619
|
|
||
Municipal securities
|
|
|
59,445
|
|
|
$
|
16,551
|
|
|
75,996
|
|
||||
Asset-backed securities:
|
|
|
|
|
|
|
|
||||||||
Trust preferred – banks and insurance
|
|
|
121
|
|
|
949,271
|
|
|
949,392
|
|
|||||
Trust preferred – real estate investment trusts
|
|
|
|
|
16,403
|
|
|
16,403
|
|
||||||
Auction rate
|
|
|
|
|
6,515
|
|
|
6,515
|
|
||||||
Other (including ABS CDOs)
|
|
|
4,214
|
|
|
15,160
|
|
|
19,374
|
|
|||||
Mutual funds and other
|
219,214
|
|
|
8,797
|
|
|
|
|
228,011
|
|
|||||
|
322,196
|
|
|
1,765,214
|
|
|
1,003,900
|
|
|
3,091,310
|
|
||||
Trading account
|
|
|
28,290
|
|
|
|
|
28,290
|
|
||||||
Other noninterest-bearing investments:
|
|
|
|
|
|
|
|
||||||||
Private equity
|
|
|
5,132
|
|
|
64,223
|
|
|
69,355
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate related and other
|
|
|
2,850
|
|
|
|
|
2,850
|
|
||||||
Interest rate swaps for customers
|
|
|
79,579
|
|
|
|
|
79,579
|
|
||||||
Foreign currency exchange contracts
|
4,404
|
|
|
|
|
|
|
4,404
|
|
||||||
|
4,404
|
|
|
82,429
|
|
|
|
|
86,833
|
|
|||||
|
$
|
326,600
|
|
|
$
|
1,881,065
|
|
|
$
|
1,068,123
|
|
|
$
|
3,275,788
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Securities sold, not yet purchased
|
$
|
26,735
|
|
|
|
|
|
|
|
$
|
26,735
|
|
|||
Other liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate related and other
|
|
|
$
|
1,142
|
|
|
|
|
1,142
|
|
|||||
Interest rate swaps for customers
|
|
|
82,926
|
|
|
|
|
82,926
|
|
||||||
Foreign currency exchange contracts
|
3,159
|
|
|
|
|
|
|
3,159
|
|
||||||
Total return swap
|
|
|
|
|
$
|
5,127
|
|
|
5,127
|
|
|||||
|
3,159
|
|
|
84,068
|
|
|
5,127
|
|
|
92,354
|
|
||||
Other
|
|
|
|
|
124
|
|
|
124
|
|
||||||
|
$
|
29,894
|
|
|
$
|
84,068
|
|
|
$
|
5,251
|
|
|
$
|
119,213
|
|
(In thousands)
|
December 31, 2011
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Investment securities:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury, agencies and corporations
|
$
|
3,103
|
|
|
$
|
1,874,010
|
|
|
|
|
$
|
1,877,113
|
|
||
Municipal securities
|
|
|
104,787
|
|
|
$
|
17,381
|
|
|
122,168
|
|
||||
Asset-backed securities:
|
|
|
|
|
|
|
|
||||||||
Trust preferred – banks and insurance
|
|
|
354
|
|
|
929,356
|
|
|
929,710
|
|
|||||
Trust preferred – real estate investment trusts
|
|
|
|
|
18,645
|
|
|
18,645
|
|
||||||
Auction rate
|
|
|
|
|
70,020
|
|
|
70,020
|
|
||||||
Other (including ABS CDOs)
|
|
|
6,826
|
|
|
43,546
|
|
|
50,372
|
|
|||||
Mutual funds and other
|
156,829
|
|
|
5,938
|
|
|
|
|
162,767
|
|
|||||
|
159,932
|
|
|
1,991,915
|
|
|
1,078,948
|
|
|
3,230,795
|
|
||||
Trading account
|
|
|
40,273
|
|
|
|
|
40,273
|
|
||||||
Other noninterest-bearing investments:
|
|
|
|
|
|
|
|
||||||||
Private equity
|
|
|
5,339
|
|
|
62,327
|
|
|
67,666
|
|
|||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate related and other
|
|
|
9,560
|
|
|
|
|
9,560
|
|
||||||
Interest rate swaps for customers
|
|
|
82,648
|
|
|
|
|
82,648
|
|
||||||
Foreign currency exchange contracts
|
6,498
|
|
|
|
|
|
|
6,498
|
|
||||||
|
6,498
|
|
|
92,208
|
|
|
|
|
98,706
|
|
|||||
|
$
|
166,430
|
|
|
$
|
2,129,735
|
|
|
$
|
1,141,275
|
|
|
$
|
3,437,440
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Securities sold, not yet purchased
|
$
|
13,098
|
|
|
$
|
31,388
|
|
|
|
|
$
|
44,486
|
|
||
Other liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Interest rate related and other
|
|
|
734
|
|
|
|
|
734
|
|
||||||
Interest rate swaps for customers
|
|
|
87,363
|
|
|
|
|
87,363
|
|
||||||
Foreign currency exchange contracts
|
6,046
|
|
|
|
|
|
|
6,046
|
|
||||||
Total return swap
|
|
|
|
|
$
|
5,422
|
|
|
5,422
|
|
|||||
|
6,046
|
|
|
88,097
|
|
|
5,422
|
|
|
99,565
|
|
||||
Other
|
|
|
|
|
86
|
|
|
86
|
|
||||||
|
$
|
19,144
|
|
|
$
|
119,485
|
|
|
$
|
5,508
|
|
|
$
|
144,137
|
|
(Dollars in thousands)
|
Fair value at December 31, 2012
|
|
Valuation
approach
|
|
Constant default
rate (“CDR”)
|
|
Loss
severity
|
|
Prepayment rate
|
||
Asset-backed securities:
|
|
|
|
|
|
|
|
|
|
||
Trust preferred – predominantly banks
|
$
|
798,458
|
|
|
Income
|
|
Pool specific
3
|
|
100%
|
|
Pool specific
7
|
Trust preferred – predominantly insurance
|
256,104
|
|
|
Income
|
|
Pool specific
4
|
|
100%
|
|
4.5% per year
|
|
Trust preferred – individual banks
|
20,910
|
|
|
Market
|
|
|
|
|
|
|
|
|
1,075,472
|
|
1
|
|
|
|
|
|
|
|
|
Trust preferred – real estate investment trusts
|
16,403
|
|
|
Income
|
|
Pool specific
5
|
|
60-100%
|
|
0% per year
|
|
Other (including ABS CDOs)
|
26,735
|
|
2
|
Income
|
|
Collateral specific
6
|
|
57-100%
|
|
Collateral weighted
average life
|
|
Level 3 Instruments
|
||||||||||||||||||||||||||||||
|
Year Ended December 31, 2012
|
||||||||||||||||||||||||||||||
(In thousands)
|
Municipal
securities
|
|
Trust
preferred – banks and insurance
|
|
Trust
preferred –
REIT
|
|
Auction
rate
|
|
Other
asset-backed
|
|
Private
equity
investments
|
|
Derivatives
|
|
Other
liabilities
|
||||||||||||||||
Balance at December 31, 2011
|
$
|
17,381
|
|
|
$
|
929,356
|
|
|
$
|
18,645
|
|
|
$
|
70,020
|
|
|
$
|
43,546
|
|
|
$
|
62,327
|
|
|
$
|
(5,422
|
)
|
|
$
|
(86
|
)
|
Total net gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Statement of income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accretion of purchase discount on securities
available-for-sale |
102
|
|
|
7,126
|
|
|
224
|
|
|
4
|
|
|
232
|
|
|
|
|
|
|
|
|||||||||||
Dividends and other investment income
|
|
|
|
|
|
|
|
|
|
|
10,399
|
|
|
|
|
|
|||||||||||||||
Equity securities gains, net
|
|
|
|
|
|
|
|
|
|
|
11,478
|
|
|
|
|
|
|||||||||||||||
Fixed income securities gains (losses), net
|
9
|
|
|
20,906
|
|
|
|
|
4,161
|
|
|
(5,762
|
)
|
|
|
|
|
|
|
||||||||||||
Net impairment losses on investment securities
|
|
|
(96,707
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Other noninterest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38
|
)
|
|||||||||||||||
Other comprehensive
income (loss)
|
(291
|
)
|
|
218,001
|
|
|
(2,466
|
)
|
|
1,330
|
|
|
8,343
|
|
|
|
|
|
|
|
|||||||||||
Purchases
|
|
|
|
|
|
|
|
|
|
|
9,043
|
|
|
|
|
|
|||||||||||||||
Sales
|
|
|
|
|
|
|
|
|
|
|
(15,872
|
)
|
|
|
|
|
|||||||||||||||
Redemptions and paydowns
|
(650
|
)
|
|
(129,411
|
)
|
|
|
|
(69,000
|
)
|
|
(31,199
|
)
|
|
(13,152
|
)
|
|
295
|
|
|
|
||||||||||
Balance at December 31, 2012
|
$
|
16,551
|
|
|
$
|
949,271
|
|
|
$
|
16,403
|
|
|
$
|
6,515
|
|
|
$
|
15,160
|
|
|
$
|
64,223
|
|
|
$
|
(5,127
|
)
|
|
$
|
(124
|
)
|
|
Level 3 Instruments
|
||||||||||||||||||||||||||||||
|
Year Ended December 31, 2011
|
||||||||||||||||||||||||||||||
(In thousands)
|
Municipal
securities
|
|
Trust
preferred – banks and insurance
|
|
Trust
preferred –
REIT
|
|
Auction
rate
|
|
Other
asset-backed
|
|
Private
equity
investments
|
|
Derivatives
|
|
Other
liabilities
|
||||||||||||||||
Balance at December 31, 2010
|
$
|
22,289
|
|
|
$
|
1,241,694
|
|
|
$
|
19,165
|
|
|
$
|
109,609
|
|
|
$
|
69,630
|
|
|
$
|
60,654
|
|
|
$
|
(15,925
|
)
|
|
$
|
(561
|
)
|
Total net gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Statement of income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accretion of purchase discount on securities
available-for-sale |
237
|
|
|
5,057
|
|
|
|
|
11
|
|
|
196
|
|
|
|
|
|
|
|
||||||||||||
Dividends and other investment income
|
|
|
|
|
|
|
|
|
|
|
2,061
|
|
|
|
|
|
|||||||||||||||
Equity securities gains, net
|
|
|
|
|
|
|
|
|
|
|
1,393
|
|
|
|
|
|
|||||||||||||||
Fixed income securities gains (losses), net
|
37
|
|
|
19,972
|
|
|
(3,605
|
)
|
|
1,941
|
|
|
(6,918
|
)
|
|
|
|
|
|
|
|||||||||||
Net impairment losses on investment securities
|
|
|
(27,480
|
)
|
|
(1,285
|
)
|
|
|
|
(4,150
|
)
|
|
|
|
|
|
|
|||||||||||||
Other noninterest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
475
|
|
|||||||||||||||
Other comprehensive
income (loss)
|
(1,762
|
)
|
|
(161,012
|
)
|
|
4,908
|
|
|
(381
|
)
|
|
8,799
|
|
|
|
|
|
|
|
|||||||||||
Purchases
|
|
|
|
|
|
|
|
|
|
|
10,133
|
|
|
|
|
|
|||||||||||||||
Sales
|
(895
|
)
|
|
(72,881
|
)
|
|
(538
|
)
|
|
(135
|
)
|
|
(19,310
|
)
|
|
(10,903
|
)
|
|
|
|
|
||||||||||
Redemptions and paydowns
|
(2,525
|
)
|
|
(75,994
|
)
|
|
|
|
(41,025
|
)
|
|
(4,701
|
)
|
|
(1,011
|
)
|
|
10,503
|
|
|
|
||||||||||
Balance at December 31, 2011
|
$
|
17,381
|
|
|
$
|
929,356
|
|
|
$
|
18,645
|
|
|
$
|
70,020
|
|
|
$
|
43,546
|
|
|
$
|
62,327
|
|
|
$
|
(5,422
|
)
|
|
$
|
(86
|
)
|
(In thousands)
|
Year Ended
December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Dividends and other investment income
|
$
|
1,635
|
|
|
$
|
704
|
|
Equity securities gains (losses), net
|
10,359
|
|
|
(2,595
|
)
|
||
Fixed income securities gains, net
|
19,314
|
|
|
11,427
|
|
(In thousands)
|
Fair value at December 31, 2012
|
|
Gains (losses) from
fair value changes
Year Ended
December 31, 2012
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
HTM securities adjusted for OTTI
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,524
|
|
|
$
|
23,524
|
|
|
|
$
|
(7,423
|
)
|
|
Impaired loans
|
—
|
|
|
3,789
|
|
|
—
|
|
|
3,789
|
|
|
|
(4,300
|
)
|
|
|||||
Private equity investments, carried at cost
|
—
|
|
|
—
|
|
|
13,520
|
|
|
13,520
|
|
|
|
(2,176
|
)
|
|
|||||
Other real estate owned
|
—
|
|
|
58,954
|
|
|
—
|
|
|
58,954
|
|
|
|
(20,641
|
)
|
|
|||||
|
$
|
—
|
|
|
$
|
62,743
|
|
|
$
|
37,044
|
|
|
$
|
99,787
|
|
|
|
$
|
(34,540
|
)
|
|
(In thousands)
|
Fair value at December 31, 2011
|
|
Gains (losses) from
fair value changes
Year Ended December 31, 2011
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
HTM securities adjusted for OTTI
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,308
|
|
|
$
|
8,308
|
|
|
|
$
|
(769
|
)
|
|
Impaired loans
|
—
|
|
|
3,615
|
|
|
—
|
|
|
3,615
|
|
|
|
(10,358
|
)
|
|
|||||
Private equity investments, carried at cost
|
—
|
|
|
—
|
|
|
10,054
|
|
|
10,054
|
|
|
|
(1,923
|
)
|
|
|||||
Other real estate owned
|
—
|
|
|
74,511
|
|
|
—
|
|
|
74,511
|
|
|
|
(48,177
|
)
|
|
|||||
|
$
|
—
|
|
|
$
|
78,126
|
|
|
$
|
18,362
|
|
|
$
|
96,488
|
|
|
|
$
|
(61,227
|
)
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
(In thousands)
|
Carrying
value
|
|
Estimated
fair value
|
|
Carrying
value
|
|
Estimated
fair value
|
||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
HTM investment securities
|
$
|
756,909
|
|
|
$
|
674,741
|
|
|
$
|
807,804
|
|
|
$
|
729,974
|
|
Loans and leases (including loans held for sale), net of allowance
|
37,020,811
|
|
|
37,024,198
|
|
|
36,407,814
|
|
|
36,120,552
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
2,962,931
|
|
|
2,988,714
|
|
|
3,413,550
|
|
|
3,444,189
|
|
||||
Foreign deposits
|
1,804,060
|
|
|
1,803,625
|
|
|
1,575,361
|
|
|
1,574,271
|
|
||||
Other short-term borrowings
|
5,409
|
|
|
5,421
|
|
|
70,273
|
|
|
70,387
|
|
||||
Long-term debt (less fair value hedges)
|
2,329,323
|
|
|
2,636,422
|
|
|
1,943,618
|
|
|
2,225,078
|
|
21.
|
OPERATING SEGMENT INFORMATION
|
(In millions)
|
Zions Bank
|
|
CB&T
|
|
Amegy
|
||||||||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||||
CONDENSED INCOME STATEMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Net interest income
|
$
|
657.1
|
|
|
$
|
683.3
|
|
|
$
|
707.1
|
|
|
$
|
466.7
|
|
—
|
|
$
|
506.9
|
|
|
$
|
493.2
|
|
—
|
|
$
|
371.5
|
|
—
|
|
$
|
391.2
|
|
—
|
|
$
|
399.9
|
|
Provision for loan losses
|
88.3
|
|
|
128.3
|
|
|
350.6
|
|
|
(7.9
|
)
|
—
|
|
(9.5
|
)
|
|
149.9
|
|
—
|
|
(63.9
|
)
|
—
|
|
(37.4
|
)
|
—
|
|
119.3
|
|
|||||||||
Net interest income after provision for loan losses
|
568.8
|
|
|
555.0
|
|
|
356.5
|
|
|
474.6
|
|
|
516.4
|
|
|
343.3
|
|
|
435.4
|
|
|
428.6
|
|
|
280.6
|
|
|||||||||||||
Net impairment losses on investment securities
|
(3.2
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
—
|
|
(0.5
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Loss on sale of investment securities to Parent
|
—
|
|
|
—
|
|
|
(54.8
|
)
|
|
(9.2
|
)
|
—
|
|
(43.9
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Other noninterest income
|
221.4
|
|
|
219.2
|
|
|
211.5
|
|
|
75.3
|
|
—
|
|
105.4
|
|
|
102.7
|
|
—
|
|
156.1
|
|
—
|
|
138.4
|
|
—
|
|
135.4
|
|
|||||||||
Noninterest expense
|
493.1
|
|
|
547.4
|
|
|
576.8
|
|
|
330.2
|
|
—
|
|
355.0
|
|
|
346.9
|
|
—
|
|
340.2
|
|
—
|
|
324.9
|
|
—
|
|
334.3
|
|
|||||||||
Income (loss) before income taxes
|
293.9
|
|
|
226.5
|
|
|
(63.6
|
)
|
|
210.5
|
|
—
|
|
222.4
|
|
|
99.1
|
|
—
|
|
251.3
|
|
—
|
|
242.1
|
|
—
|
|
81.7
|
|
|||||||||
Income tax expense (benefit)
|
104.6
|
|
|
76.0
|
|
|
(15.3
|
)
|
|
83.4
|
|
—
|
|
88.0
|
|
|
40.3
|
|
—
|
|
84.6
|
|
—
|
|
80.5
|
|
—
|
|
23.1
|
|
|||||||||
Net income (loss)
|
$
|
189.3
|
|
|
$
|
150.5
|
|
|
$
|
(48.3
|
)
|
|
$
|
127.1
|
|
|
$
|
134.4
|
|
|
$
|
58.8
|
|
|
$
|
166.7
|
|
|
$
|
161.6
|
|
|
$
|
58.6
|
|
||||
YEAR-END BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Total assets
|
$
|
17,930
|
|
|
$
|
17,531
|
|
|
$
|
16,157
|
|
|
$
|
11,069
|
|
—
|
|
$
|
10,894
|
|
|
$
|
10,766
|
|
—
|
|
$
|
13,119
|
|
—
|
|
$
|
12,282
|
|
—
|
|
$
|
11,406
|
|
Cash and due from banks
|
650
|
|
|
416
|
|
|
313
|
|
|
205
|
|
|
175
|
|
|
129
|
|
|
754
|
|
|
406
|
|
|
379
|
|
|||||||||||||
Money market investments
|
2,855
|
|
|
2,198
|
|
|
551
|
|
|
1,449
|
|
|
1,090
|
|
|
842
|
|
|
2,308
|
|
|
2,222
|
|
|
1,725
|
|
|||||||||||||
Total securities
|
1,273
|
|
|
1,460
|
|
|
1,695
|
|
|
350
|
|
|
335
|
|
|
402
|
|
|
439
|
|
|
475
|
|
|
603
|
|
|||||||||||||
Total loans
|
12,490
|
|
|
12,751
|
|
|
12,898
|
|
|
8,259
|
|
—
|
|
8,392
|
|
|
8,444
|
|
—
|
|
8,450
|
|
—
|
|
8,031
|
|
—
|
|
7,549
|
|
|||||||||
Total deposits
|
15,575
|
|
|
14,905
|
|
|
13,631
|
|
|
9,483
|
|
—
|
|
9,192
|
|
|
9,219
|
|
—
|
|
10,706
|
|
—
|
|
9,731
|
|
—
|
|
8,906
|
|
|||||||||
Shareholder’s equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Preferred equity
|
280
|
|
|
480
|
|
|
480
|
|
|
162
|
|
—
|
|
262
|
|
|
262
|
|
—
|
|
251
|
|
—
|
|
488
|
|
—
|
|
488
|
|
|||||||||
Common equity
|
1,519
|
|
|
1,379
|
|
|
1,269
|
|
|
1,322
|
|
—
|
|
1,270
|
|
|
1,174
|
|
—
|
|
1,725
|
|
—
|
|
1,630
|
|
—
|
|
1,493
|
|
|||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Total shareholder’s equity
|
1,799
|
|
|
1,859
|
|
|
1,749
|
|
|
1,484
|
|
—
|
|
1,532
|
|
|
1,436
|
|
—
|
|
1,976
|
|
—
|
|
2,118
|
|
—
|
|
1,981
|
|
(In millions)
|
NBA
|
|
NSB
|
|
Vectra
|
|||||||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||
CONDENSED INCOME STATEMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net interest income
|
$
|
167.7
|
|
—
|
|
$
|
172.1
|
|
|
$
|
177.3
|
|
—
|
|
$
|
123.4
|
|
—
|
|
$
|
135.0
|
|
|
$
|
138.4
|
|
|
$
|
108.7
|
|
|
$
|
104.3
|
|
|
$
|
108.5
|
|
Provision for loan losses
|
(0.6
|
)
|
—
|
|
9.6
|
|
|
53.4
|
|
—
|
|
(9.6
|
)
|
—
|
|
(38.3
|
)
|
|
133.3
|
|
|
7.0
|
|
|
14.0
|
|
|
28.2
|
|
|||||||||
Net interest income after provision for loan losses
|
168.3
|
|
|
162.5
|
|
|
123.9
|
|
|
133.0
|
|
|
173.3
|
|
|
5.1
|
|
|
101.7
|
|
|
90.3
|
|
|
80.3
|
|
||||||||||||
Net impairment losses on investment securities
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.8
|
)
|
|
(1.3
|
)
|
|||||||||
Loss on sale of investment securities to Parent
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.9
|
)
|
|
—
|
|
|||||||||
Other noninterest income
|
32.1
|
|
—
|
|
34.4
|
|
|
33.0
|
|
—
|
|
33.7
|
|
—
|
|
37.4
|
|
|
38.4
|
|
|
25.3
|
|
|
21.7
|
|
|
29.5
|
|
|||||||||
Noninterest expense
|
152.5
|
|
—
|
|
154.7
|
|
|
169.9
|
|
—
|
|
133.6
|
|
—
|
|
139.3
|
|
|
152.0
|
|
|
98.3
|
|
|
100.7
|
|
|
92.5
|
|
|||||||||
Income (loss) before income taxes
|
47.9
|
|
—
|
|
42.2
|
|
|
(13.0
|
)
|
—
|
|
33.1
|
|
—
|
|
71.4
|
|
|
(108.5
|
)
|
|
28.1
|
|
|
(18.4
|
)
|
|
16.0
|
|
|||||||||
Income tax expense (benefit)
|
17.0
|
|
—
|
|
16.7
|
|
|
(5.1
|
)
|
—
|
|
11.3
|
|
—
|
|
24.8
|
|
|
(38.2
|
)
|
|
9.2
|
|
|
(8.3
|
)
|
|
9.4
|
|
|||||||||
Net income (loss)
|
$
|
30.9
|
|
|
$
|
25.5
|
|
|
$
|
(7.9
|
)
|
|
$
|
21.8
|
|
|
$
|
46.6
|
|
|
$
|
(70.3
|
)
|
|
$
|
18.9
|
|
|
$
|
(10.1
|
)
|
|
$
|
6.6
|
|
|||
YEAR-END BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total assets
|
$
|
4,575
|
|
—
|
|
$
|
4,485
|
|
|
$
|
4,397
|
|
—
|
|
$
|
4,061
|
|
—
|
|
$
|
4,100
|
|
|
$
|
4,017
|
|
|
$
|
2,511
|
|
|
$
|
2,341
|
|
|
$
|
2,299
|
|
Cash and due from banks
|
86
|
|
|
71
|
|
|
48
|
|
|
59
|
|
|
73
|
|
|
34
|
|
|
58
|
|
|
55
|
|
|
37
|
|
||||||||||||
Money market investments
|
385
|
|
|
604
|
|
|
548
|
|
|
1,031
|
|
|
905
|
|
|
929
|
|
|
31
|
|
|
52
|
|
|
104
|
|
||||||||||||
Total securities
|
263
|
|
|
271
|
|
|
243
|
|
|
742
|
|
|
748
|
|
|
559
|
|
|
187
|
|
|
227
|
|
|
267
|
|
||||||||||||
Total loans
|
3,604
|
|
—
|
|
3,304
|
|
|
3,277
|
|
—
|
|
2,100
|
|
—
|
|
2,235
|
|
|
2,399
|
|
|
2,128
|
|
|
1,914
|
|
|
1,812
|
|
|||||||||
Total deposits
|
3,874
|
|
—
|
|
3,731
|
|
|
3,696
|
|
—
|
|
3,604
|
|
—
|
|
3,546
|
|
|
3,424
|
|
|
2,164
|
|
|
2,004
|
|
|
1,923
|
|
|||||||||
Shareholder’s equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Preferred equity
|
180
|
|
—
|
|
305
|
|
|
305
|
|
—
|
|
140
|
|
—
|
|
260
|
|
|
360
|
|
|
70
|
|
|
70
|
|
|
70
|
|
|||||||||
Common equity
|
399
|
|
—
|
|
350
|
|
|
322
|
|
—
|
|
298
|
|
—
|
|
273
|
|
|
225
|
|
|
224
|
|
|
200
|
|
|
200
|
|
|||||||||
Noncontrolling interests
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total shareholder’s equity
|
579
|
|
—
|
|
655
|
|
|
627
|
|
—
|
|
438
|
|
—
|
|
533
|
|
|
585
|
|
|
294
|
|
|
270
|
|
|
270
|
|
(In millions)
|
TCBW
|
|
Other
|
|
Consolidated Company
|
|||||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||
CONDENSED INCOME STATEMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net interest income
|
$
|
27.4
|
|
|
$
|
29.6
|
|
|
$
|
29.4
|
|
—
|
|
$
|
(190.6
|
)
|
|
$
|
(266.2
|
)
|
|
$
|
(339.5
|
)
|
|
$
|
1,731.9
|
|
|
$
|
1,756.2
|
|
|
$
|
1,714.3
|
|
Provision for loan losses
|
0.4
|
|
|
7.8
|
|
|
17.4
|
|
—
|
|
0.5
|
|
|
—
|
|
|
0.6
|
|
|
14.2
|
|
|
74.5
|
|
|
852.7
|
|
|||||||||
Net interest income after provision for loan losses
|
27.0
|
|
|
21.8
|
|
|
12.0
|
|
|
(191.1
|
)
|
|
(266.2
|
)
|
|
(340.1
|
)
|
|
1,717.7
|
|
|
1,681.7
|
|
|
861.6
|
|
||||||||||
Net impairment losses on investment securities
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
—
|
|
(100.3
|
)
|
|
(32.1
|
)
|
|
(83.4
|
)
|
|
(104.1
|
)
|
|
(33.7
|
)
|
|
(85.4
|
)
|
|||||||||
Loss on sale of investment securities to Parent
|
—
|
|
|
(4.8
|
)
|
|
—
|
|
—
|
|
9.2
|
|
|
77.6
|
|
|
54.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Other noninterest income
|
3.8
|
|
|
3.5
|
|
|
3.2
|
|
—
|
|
(23.7
|
)
|
|
(28.1
|
)
|
|
(14.7
|
)
|
|
524.0
|
|
|
531.9
|
|
|
539.0
|
|
|||||||||
Noninterest expense
|
18.9
|
|
|
16.7
|
|
|
15.6
|
|
—
|
|
29.2
|
|
|
19.9
|
|
|
30.3
|
|
|
1,596.0
|
|
|
1,658.6
|
|
|
1,718.3
|
|
|||||||||
Income (loss) before income taxes
|
11.9
|
|
|
3.8
|
|
|
(1.1
|
)
|
—
|
|
(335.1
|
)
|
|
(268.7
|
)
|
|
(413.7
|
)
|
|
541.6
|
|
|
521.3
|
|
|
(403.1
|
)
|
|||||||||
Income tax expense (benefit)
|
4.0
|
|
|
1.1
|
|
|
(0.6
|
)
|
—
|
|
(120.7
|
)
|
|
(80.2
|
)
|
|
(120.4
|
)
|
|
193.4
|
|
|
198.6
|
|
|
(106.8
|
)
|
|||||||||
Net income (loss)
|
$
|
7.9
|
|
|
$
|
2.7
|
|
|
$
|
(0.5
|
)
|
—
|
|
$
|
(214.4
|
)
|
|
$
|
(188.5
|
)
|
|
$
|
(293.3
|
)
|
|
$
|
348.2
|
|
|
$
|
322.7
|
|
|
$
|
(296.3
|
)
|
YEAR-END BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total assets
|
$
|
961
|
|
|
$
|
874
|
|
|
$
|
850
|
|
—
|
|
$
|
1,286
|
|
|
$
|
642
|
|
|
$
|
1,143
|
|
|
$
|
55,512
|
|
|
$
|
53,149
|
|
|
$
|
51,035
|
|
Cash and due from banks
|
22
|
|
|
28
|
|
|
11
|
|
|
8
|
|
|
—
|
|
|
(27
|
)
|
|
1,842
|
|
|
1,224
|
|
|
924
|
|
||||||||||
Money market investments
|
251
|
|
|
143
|
|
|
110
|
|
|
444
|
|
|
(91
|
)
|
|
(103
|
)
|
|
8,754
|
|
|
7,123
|
|
|
4,706
|
|
||||||||||
Total securities
|
104
|
|
|
126
|
|
|
144
|
|
|
519
|
|
|
437
|
|
|
1,182
|
|
|
3,877
|
|
|
4,079
|
|
|
5,095
|
|
||||||||||
Total loans
|
571
|
|
|
562
|
|
|
572
|
|
—
|
|
63
|
|
|
69
|
|
|
(121
|
)
|
|
37,665
|
|
|
37,258
|
|
|
36,830
|
|
|||||||||
Total deposits
|
791
|
|
|
693
|
|
|
662
|
|
—
|
|
(64
|
)
|
|
(926
|
)
|
|
(526
|
)
|
|
46,133
|
|
|
42,876
|
|
|
40,935
|
|
|||||||||
Shareholder’s equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Preferred equity
|
3
|
|
|
15
|
|
|
15
|
|
—
|
|
42
|
|
|
497
|
|
|
77
|
|
|
1,128
|
|
|
2,377
|
|
|
2,057
|
|
|||||||||
Common equity
|
82
|
|
|
75
|
|
|
69
|
|
—
|
|
(645
|
)
|
|
(569
|
)
|
|
(161
|
)
|
|
4,924
|
|
|
4,608
|
|
|
4,591
|
|
|||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||||||||
Total shareholder’s equity
|
85
|
|
|
90
|
|
|
84
|
|
—
|
|
(606
|
)
|
|
(74
|
)
|
|
(85
|
)
|
|
6,049
|
|
|
6,983
|
|
|
6,647
|
|
(In thousands, except per share amounts)
|
|
Quarters
|
|
|
||||||||||||||||
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
2012:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross interest income
|
|
$
|
518,877
|
|
|
$
|
512,588
|
|
|
$
|
509,000
|
|
|
$
|
498,257
|
|
|
$
|
2,038,722
|
|
Net interest income
|
|
437,478
|
|
|
426,344
|
|
|
438,161
|
|
|
429,957
|
|
|
1,731,940
|
|
|||||
Provision (credit) for loan losses
|
|
15,664
|
|
|
10,853
|
|
|
(1,889
|
)
|
|
(10,401
|
)
|
|
14,227
|
|
|||||
Noninterest income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net impairment losses on investment securities
|
|
(10,209
|
)
|
|
(7,308
|
)
|
|
(2,736
|
)
|
|
(83,808
|
)
|
|
(104,061
|
)
|
|||||
Investment securities gains, net
|
|
9,865
|
|
|
5,626
|
|
|
5,729
|
|
|
9,577
|
|
|
30,797
|
|
|||||
Other noninterest income
|
|
112,164
|
|
|
130,347
|
|
|
122,233
|
|
|
128,390
|
|
|
493,134
|
|
|||||
Noninterest expense
|
|
392,372
|
|
|
401,656
|
|
|
394,975
|
|
|
407,014
|
|
|
1,596,017
|
|
|||||
Income before income taxes
|
|
141,262
|
|
|
142,500
|
|
|
170,301
|
|
|
87,503
|
|
|
541,566
|
|
|||||
Net income
|
|
89,403
|
|
|
91,464
|
|
|
109,597
|
|
|
57,686
|
|
|
348,150
|
|
|||||
Net income applicable to controlling interest
|
|
89,676
|
|
|
91,737
|
|
|
109,851
|
|
|
58,252
|
|
|
349,516
|
|
|||||
Preferred stock dividends
|
|
(64,187
|
)
|
|
(36,522
|
)
|
|
(47,529
|
)
|
|
(22,647
|
)
|
|
(170,885
|
)
|
|||||
Net earnings applicable to common shareholders
|
|
25,489
|
|
|
55,215
|
|
|
62,322
|
|
|
35,605
|
|
|
178,631
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.14
|
|
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
0.19
|
|
|
$
|
0.97
|
|
Diluted
|
|
0.14
|
|
|
0.30
|
|
|
0.34
|
|
|
0.19
|
|
|
0.97
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2011:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross interest income
|
|
$
|
548,854
|
|
|
$
|
554,434
|
|
|
$
|
550,062
|
|
|
$
|
535,231
|
|
|
$
|
2,188,581
|
|
Net interest income
|
|
420,318
|
|
|
411,940
|
|
|
466,261
|
|
|
457,666
|
|
|
1,756,185
|
|
|||||
Provision for loan losses
|
|
60,045
|
|
|
1,345
|
|
|
14,568
|
|
|
(1,426
|
)
|
|
74,532
|
|
|||||
Noninterest income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net impairment losses on investment securities
|
|
(3,105
|
)
|
|
(5,158
|
)
|
|
(13,334
|
)
|
|
(12,086
|
)
|
|
(33,683
|
)
|
|||||
Investment securities gains (losses), net
|
|
838
|
|
|
(4,032
|
)
|
|
18,324
|
|
|
3,249
|
|
|
18,379
|
|
|||||
Other noninterest income
|
|
139,948
|
|
|
141,771
|
|
|
120,386
|
|
|
111,383
|
|
|
513,488
|
|
|||||
Noninterest expense
|
|
408,330
|
|
|
416,241
|
|
|
409,003
|
|
|
424,990
|
|
|
1,658,564
|
|
|||||
Income before income taxes
|
|
89,624
|
|
|
126,935
|
|
|
168,066
|
|
|
136,648
|
|
|
521,273
|
|
|||||
Net income
|
|
52,591
|
|
|
72,610
|
|
|
108,718
|
|
|
88,771
|
|
|
322,690
|
|
|||||
Net income applicable to controlling interest
|
|
52,817
|
|
|
72,875
|
|
|
109,093
|
|
|
89,019
|
|
|
323,804
|
|
|||||
Preferred stock dividends
|
|
(38,050
|
)
|
|
(43,837
|
)
|
|
(43,928
|
)
|
|
(44,599
|
)
|
|
(170,414
|
)
|
|||||
Net earnings applicable to common shareholders
|
|
14,767
|
|
|
29,038
|
|
|
65,165
|
|
|
44,420
|
|
|
153,390
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.08
|
|
|
$
|
0.16
|
|
|
$
|
0.35
|
|
|
$
|
0.24
|
|
|
$
|
0.83
|
|
Diluted
|
|
0.08
|
|
|
0.16
|
|
|
0.35
|
|
|
0.24
|
|
|
0.83
|
|
23.
|
PARENT COMPANY FINANCIAL INFORMATION
|
(In thousands)
|
|
December 31,
|
||||||
|
|
2012
|
|
2011
|
||||
ASSETS
|
|
|
|
|
||||
Cash and due from banks
|
|
$
|
2,001
|
|
|
$
|
11
|
|
Interest-bearing deposits
|
|
75,808
|
|
|
956,476
|
|
||
Security resell agreements
|
|
575,000
|
|
|
—
|
|
||
Investment securities:
|
|
|
|
|
||||
Held-to-maturity, at adjusted cost (approximate fair value $22,112 and $13,019)
|
|
22,679
|
|
|
20,118
|
|
||
Available-for-sale, at fair value
|
|
461,665
|
|
|
382,880
|
|
||
Loans, net of unearned fees of $0 and $0 and allowance for loan losses of $23 and $33
|
|
1,277
|
|
|
1,495
|
|
||
Other noninterest-bearing investments
|
|
50,799
|
|
|
52,903
|
|
||
Investments in subsidiaries:
|
|
|
|
|
||||
Commercial banks and bank holding company
|
|
6,668,881
|
|
|
7,070,620
|
|
||
Other operating companies
|
|
36,516
|
|
|
45,043
|
|
||
Nonoperating – ZMFU II, Inc.
1
|
|
43,012
|
|
|
92,751
|
|
||
Receivables from subsidiaries:
|
|
|
|
|
||||
Other
|
|
—
|
|
|
190
|
|
||
Other assets
|
|
311,093
|
|
|
285,971
|
|
||
|
|
$
|
8,248,731
|
|
|
$
|
8,908,458
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Other liabilities
|
|
$
|
106,159
|
|
|
$
|
104,829
|
|
Commercial paper:
|
|
|
|
|
||||
Due to affiliates
|
|
—
|
|
|
45,995
|
|
||
Due to others
|
|
—
|
|
|
3,063
|
|
||
Other short-term borrowings:
|
|
|
|
|
||||
Due to affiliates
|
|
—
|
|
|
5
|
|
||
Due to others
|
|
4,951
|
|
|
66,883
|
|
||
Subordinated debt to affiliated trusts
|
|
309,278
|
|
|
309,278
|
|
||
Long-term debt:
|
|
|
|
|
||||
Due to affiliates
|
|
—
|
|
|
53
|
|
||
Due to others
|
|
1,776,274
|
|
|
1,393,044
|
|
||
Total liabilities
|
|
2,196,662
|
|
|
1,923,150
|
|
||
Shareholders’ equity:
|
|
|
|
|
||||
Preferred stock
|
|
1,128,302
|
|
|
2,377,560
|
|
||
Common stock
|
|
4,166,109
|
|
|
4,163,242
|
|
||
Retained earnings
|
|
1,203,815
|
|
|
1,036,590
|
|
||
Accumulated other comprehensive loss
|
|
(446,157
|
)
|
|
(592,084
|
)
|
||
Total shareholders’ equity
|
|
6,052,069
|
|
|
6,985,308
|
|
||
|
|
$
|
8,248,731
|
|
|
$
|
8,908,458
|
|
1
|
ZMFU II, Inc. is a wholly-owned nonoperating subsidiary whose sole purpose is to hold a portfolio of municipal bonds, loans and leases.
|
(In thousands)
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Commercial bank subsidiaries
|
|
$
|
836
|
|
|
$
|
2,519
|
|
|
$
|
5,665
|
|
Other subsidiaries and affiliates
|
|
386
|
|
|
63
|
|
|
69
|
|
|||
Other loans and securities
|
|
18,993
|
|
|
13,640
|
|
|
14,450
|
|
|||
Total interest income
|
|
20,215
|
|
|
16,222
|
|
|
20,184
|
|
|||
Interest expense:
|
|
|
|
|
|
|
||||||
Affiliated trusts
|
|
24,053
|
|
|
24,027
|
|
|
24,032
|
|
|||
Other borrowed funds
|
|
195,195
|
|
|
274,843
|
|
|
363,981
|
|
|||
Total interest expense
|
|
219,248
|
|
|
298,870
|
|
|
388,013
|
|
|||
Net interest loss
|
|
(199,033
|
)
|
|
(282,648
|
)
|
|
(367,829
|
)
|
|||
Provision for loan losses
|
|
(10
|
)
|
|
(38
|
)
|
|
(41
|
)
|
|||
Net interest loss after provision for loan losses
|
|
(199,023
|
)
|
|
(282,610
|
)
|
|
(367,788
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other income:
|
|
|
|
|
|
|
||||||
Dividends from consolidated subsidiaries:
|
|
|
|
|
|
|
||||||
Commercial banks and bank holding company
|
|
246,606
|
|
|
71,350
|
|
|
—
|
|
|||
Other operating companies
|
|
5,440
|
|
|
14,151
|
|
|
450
|
|
|||
Nonoperating – ZMFU II, Inc.
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|||
Equity and fixed income securities gains, net
|
|
86
|
|
|
426
|
|
|
386
|
|
|||
Net impairment losses on investment securities
|
|
(74,153
|
)
|
|
(26,810
|
)
|
|
(70,306
|
)
|
|||
Other income (loss)
|
|
(6,562
|
)
|
|
4,203
|
|
|
(3,802
|
)
|
|||
|
|
221,417
|
|
|
63,320
|
|
|
(73,272
|
)
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
|
20,507
|
|
|
19,033
|
|
|
14,720
|
|
|||
Other operating expenses
|
|
395
|
|
|
4,176
|
|
|
11,465
|
|
|||
|
|
20,902
|
|
|
23,209
|
|
|
26,185
|
|
|||
Income (loss) before income taxes and undistributed
income/loss of consolidated subsidiaries
|
|
1,492
|
|
|
(242,499
|
)
|
|
(467,245
|
)
|
|||
Income taxes (benefit)
|
|
(108,541
|
)
|
|
(104,395
|
)
|
|
(141,983
|
)
|
|||
Income (loss) before equity in undistributed income/loss of consolidated subsidiaries
|
|
110,033
|
|
|
(138,104
|
)
|
|
(325,262
|
)
|
|||
Equity in undistributed income (loss) of consolidated subsidiaries:
|
|
|
|
|
|
|||||||
Commercial banks and bank holding company
|
|
304,559
|
|
|
488,806
|
|
|
34,820
|
|
|||
Other operating companies
|
|
(15,561
|
)
|
|
(27,687
|
)
|
|
(3,271
|
)
|
|||
Nonoperating – ZMFU II, Inc.
|
|
(49,515
|
)
|
|
789
|
|
|
985
|
|
|||
Net income (loss)
|
|
349,516
|
|
|
323,804
|
|
|
(292,728
|
)
|
|||
Preferred stock dividends
|
|
(170,885
|
)
|
|
(170,414
|
)
|
|
(122,884
|
)
|
|||
Preferred stock redemption
|
|
—
|
|
|
—
|
|
|
3,107
|
|
|||
Net earnings (loss) applicable to common shareholders
|
|
$
|
178,631
|
|
|
$
|
153,390
|
|
|
$
|
(412,505
|
)
|
(In thousands)
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
349,516
|
|
|
$
|
323,804
|
|
|
$
|
(292,728
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Undistributed net income of consolidated subsidiaries
|
(239,483
|
)
|
|
(461,908
|
)
|
|
(32,534
|
)
|
||||
Net impairment losses on investment securities
|
|
74,153
|
|
|
26,810
|
|
|
70,306
|
|
|||
Other, net
|
|
4,376
|
|
|
27,505
|
|
|
(2,699
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
188,562
|
|
|
(83,789
|
)
|
|
(257,655
|
)
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net decrease (increase) in interest-bearing deposits
|
|
305,668
|
|
|
(408,811
|
)
|
|
(7,791
|
)
|
|||
Collection of advances to subsidiaries
|
|
23,190
|
|
|
6,425
|
|
|
2,900
|
|
|||
Advances to subsidiaries
|
|
(23,000
|
)
|
|
(6,250
|
)
|
|
(2,000
|
)
|
|||
Proceeds from sales and maturities investment securities
|
|
5,433
|
|
|
1,259,262
|
|
|
23,218
|
|
|||
Purchases of investment securities
|
|
(3,980
|
)
|
|
(575,887
|
)
|
|
(807,441
|
)
|
|||
Decrease (increase) of investment in subsidiaries
|
|
764,290
|
|
|
113,834
|
|
|
(141,550
|
)
|
|||
Other, net
|
|
3,814
|
|
|
9,642
|
|
|
29,549
|
|
|||
Net cash provided by (used in) investing activities
|
|
1,075,415
|
|
|
398,215
|
|
|
(903,115
|
)
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net change in short-term funds borrowed
|
|
(110,995
|
)
|
|
(165,500
|
)
|
|
113,108
|
|
|||
Proceeds from issuance of long-term debt
|
|
757,610
|
|
|
101,821
|
|
|
255,845
|
|
|||
Repayments of long-term debt
|
|
(372,312
|
)
|
|
(117,975
|
)
|
|
(72,923
|
)
|
|||
Proceeds from issuance of preferred stock
|
|
141,342
|
|
|
—
|
|
|
138,657
|
|
|||
Proceeds from issuance of common stock and warrants
|
|
1,898
|
|
|
25,686
|
|
|
838,488
|
|
|||
Cash paid for preferred stock redemption
|
|
(1,542,500
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid on preferred stock
|
|
(126,189
|
)
|
|
(148,774
|
)
|
|
(102,666
|
)
|
|||
Dividends paid on common stock
|
|
(7,392
|
)
|
|
(7,361
|
)
|
|
(6,650
|
)
|
|||
Other, net
|
|
(3,449
|
)
|
|
(4,160
|
)
|
|
(3,495
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(1,261,987
|
)
|
|
(316,263
|
)
|
|
1,160,364
|
|
|||
Net increase (decrease) in cash and due from banks
|
|
1,990
|
|
|
(1,837
|
)
|
|
(406
|
)
|
|||
Cash and due from banks at beginning of year
|
|
11
|
|
|
1,848
|
|
|
2,254
|
|
|||
Cash and due from banks at end of year
|
|
$
|
2,001
|
|
|
$
|
11
|
|
|
$
|
1,848
|
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||||||||
Plan category
1
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity compensation plan approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Zions Bancorporation 2005 Stock Option and Incentive Plan
|
|
|
5,579,578
|
|
|
|
|
$
|
37.81
|
|
|
|
|
7,547,209
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Zions Bancorporation 1996 Non-Employee Directors Stock Option Plan
|
|
|
60,000
|
|
|
|
|
53.18
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Zions Bancorporation Key Employee Incentive Stock Option Plan
|
|
|
2,638
|
|
|
|
|
56.59
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
|
5,642,216
|
|
|
|
|
|
|
|
|
7,547,209
|
|
|
1
|
The schedule does not include information for equity compensation plans assumed by the Company in mergers. A total of 320,109 shares of common stock with a weighted average exercise price of $54.62 were issuable upon exercise of options granted under plans assumed in mergers and outstanding as of
December 31, 2012
. The Company cannot grant additional awards under these assumed plans. Column (a) also excludes 851,236 shares of unvested restricted stock and 822,753 restricted stock units (each unit representing the right to one share of common stock).
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
(a)
|
(1) Financial statements – The following consolidated financial statements of Zions Bancorporation and subsidiaries are filed as part of this Form10-K under Item 8, Financial Statements and Supplementary Data:
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
3.1
|
|
Restated Articles of Incorporation of Zions Bancorporation dated November 8, 1993, incorporated by reference to Exhibit 3.1 of Form S-4 filed on November 22, 1993.
|
*
|
|
|
|
|
3.2
|
|
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 30, 1997, incorporated by reference to Exhibit 3.2 of Form 10-Q for the quarter ended March 31, 2008.
|
*
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
3.3
|
|
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 24, 1998, incorporated by reference to Exhibit 3.3 of Form 10-Q for the quarter ended March 31, 2009.
|
*
|
|
|
|
|
3.4
|
|
Articles of Amendment to Restated Articles of Incorporation of Zions Bancorporation dated April 25, 2001, incorporated by reference to Exhibit 3.6 of Form S-4 filed July 13, 2001.
|
*
|
|
|
|
|
3.5
|
|
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated December 5, 2006, incorporated by reference to Exhibit 3.5 of Form 10-K for the year ended December 31, 2011.
|
*
|
|
|
|
|
3.6
|
|
Articles of Merger of The Stockmen’s Bancorp, Inc. with and into Zions Bancorporation, effective January 17, 2007, incorporated by reference to Exhibit 3.6 of Form 10-Q for the quarter ended March 31, 2012.
|
*
|
|
|
|
|
3.7
|
|
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated July 7, 2008, incorporated by reference to Exhibit 3.1 of Form 8-K filed July 8, 2008.
|
*
|
|
|
|
|
3.8
|
|
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated November 12, 2008, incorporated by reference to Exhibit 3.1 of Form 8-K filed November 17, 2008.
|
*
|
|
|
|
|
3.9
|
|
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated June 30, 2009, incorporated by reference to Exhibit 3.1 of Form 8-K filed July 2, 2009.
|
*
|
|
|
|
|
3.10
|
|
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated June 30, 2009, incorporated by reference to Exhibit 3.10 of Form 10-Q for the quarter ended June 30, 2009.
|
*
|
|
|
|
|
3.11
|
|
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated June 1, 2010, incorporated by reference to Exhibit 3.1 of Form 8-K filed June 3, 2010.
|
*
|
|
|
|
|
3.12
|
|
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated June 14, 2010, incorporated by reference to Exhibit 3.1 of Form 8-K filed June 15, 2010.
|
*
|
|
|
|
|
3.13
|
|
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation with respect to the Series F Fixed-Rate Non-Cumulative Perpetual Preferred Stock, dated May 4, 2012, incorporated by reference to Exhibit 3.1 of Form 8-K filed May 5, 2012.
|
*
|
|
|
|
|
3.14
|
|
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation with respect to the Series G Fixed/Floating-Rate Non-Cumulative Perpetual Preferred Stock, dated February 5, 2013, incorporated by reference to Exhibit 3.1 of Form 8-K filed February 7, 2013.
|
*
|
|
|
|
|
3.15
|
|
Restated Bylaws of Zions Bancorporation dated November 8, 2011, incorporated by reference to Exhibit 3.13 of Form 10-Q for the quarter ended September 30, 2011.
|
*
|
|
|
|
|
4.1
|
|
Senior Debt Indenture dated September 10, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to senior debt securities of Zions Bancorporation, incorporated by reference to Exhibit 4.1 of Form 10-K for the year ended December 31, 2011.
|
*
|
|
|
|
|
4.2
|
|
Subordinated Debt Indenture dated September 10, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to subordinated debt securities of Zions Bancorporation, incorporated by reference to Exhibit 4.2 of Form 10-K for the year ended December 31, 2011.
|
*
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
|
|
|
4.3
|
|
Junior Subordinated Indenture dated August 21, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to junior subordinated debentures of Zions Bancorporation, incorporated by reference to Exhibit 4.3 of Form 10-K for the year ended December 31, 2011.
|
*
|
|
|
|
|
4.4
|
|
Warrant to purchase up to 5,789,909 shares of Common Stock, issued on November 14, 2008, incorporated by reference to Exhibit 4.2 of Form 8-K filed November 17, 2008.
|
*
|
|
|
|
|
4.5
|
|
Warrant Agreement, between Zions Bancorporation and Zions First National Bank, and Warrant Certificate, incorporated by reference to Exhibit 4.1 of Form 10-Q for the quarter ended September 30, 2010.
|
*
|
|
|
|
|
10.1
|
|
Zions Bancorporation 2009-2011 Value Sharing Plan, incorporated by reference to Exhibit 10.5 of Form 10-K for the year ended December 31, 2009.
|
*
|
|
|
|
|
10.2
|
|
Zions Bancorporation 2011-2013 Value Sharing Plan, incorporated by reference to Exhibit 10.2 of Form 10-K for the year ended December 31, 2011.
|
*
|
|
|
|
|
10.3
|
|
Zions Bancorporation 2012-2014 Value Sharing Plan (filed herewith).
|
|
|
|
|
|
10.4
|
|
2012 Management Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2012.
|
*
|
|
|
|
|
10.5
|
|
Zions Bancorporation Second Restated and Revised Deferred Compensation Plan, incorporated by reference to Exhibit 10.6 of Form 10-K for the year ended December 31, 2008.
|
*
|
|
|
|
|
10.6
|
|
Zions Bancorporation Third Restated Deferred Compensation Plan for Directors, incorporated by reference to Exhibit 10.7 of Form 10-K for the year ended December 31, 2008.
|
*
|
|
|
|
|
10.7
|
|
Fifth Amended and Restated Amegy Bancorporation, Inc. Non-Employee Directors Deferred Fee Plan, incorporated by reference to Exhibit 10.8 of Form 10-K for the year ended December 31, 2008.
|
*
|
|
|
|
|
10.8
|
|
Zions Bancorporation First Restated Excess Benefit Plan, incorporated by reference to Exhibit 10.9 of Form 10-K for the year ended December 31, 2008.
|
*
|
|
|
|
|
10.9
|
|
Trust Agreement establishing the Zions Bancorporation Deferred Compensation Plan Trust by and between Zions Bancorporation and Cigna Bank & Trust Company, FSB effective October 1, 2002 (filed herewith).
|
|
|
|
|
|
10.10
|
|
Amendment to the Trust Agreement establishing the Zions Bancorporation Deferred Compensation Plan Trust by and between Zions Bancorporation and Cigna Bank & Trust Company, FSB substituting Prudential Bank & Trust, FSB as the trustee, incorporated by reference to Exhibit 10.12 of Form 10-K for the year ended December 31, 2010.
|
*
|
|
|
|
|
10.11
|
|
Amendment to Trust Agreement Establishing the Zions Bancorporation Deferred Compensation Plans Trust, effective September 1, 2006 (filed herewith).
|
|
|
|
|
|
10.12
|
|
Zions Bancorporation Deferred Compensation Plans Master Trust between Zions Bancorporation and Fidelity Management Trust Company, effective September 1, 2006 (filed herewith).
|
|
|
|
|
|
10.13
|
|
Revised schedule C to Zions Bancorporation Deferred Compensation Plans Master Trust between Zions Bancorporation and Fidelity Management Trust Company, effective September 13, 2006 (filed herewith).
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Third Amendment to the Zions Bancorporation Deferred Compensation Plans Master Trust agreement between Zions Bancorporation and Fidelity Management Trust Company, dated June 13, 2012, incorporated by reference to Exhibit 10.6 of Form 10-Q for the quarter ended June 30, 2012.
|
*
|
|
|
|
|
10.15
|
|
Zions Bancorporation Restated Pension Plan effective January 1, 2002, including amendments adopted through December 31, 2010, incorporated by reference to Exhibit 10.16 of Form 10-K for the year ended December 31, 2010.
|
*
|
|
|
|
|
10.16
|
|
Zions Bancorporation Executive Management Pension Plan, incorporated by reference to Exhibit 10.20 of Form 10-K for the year ended December 31, 2008.
|
*
|
|
|
|
|
10.17
|
|
Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, Restated and Amended effective January 1, 2002, including amendments adopted thru December 31, 2010, incorporated by reference to Exhibit 10.18 of Form 10-K for the year ended December 31, 2010.
|
*
|
|
|
|
|
10.18
|
|
First Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated November 14, 2012 (filed herewith).
|
|
|
|
|
|
10.19
|
|
Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated July 3, 2006 (filed herewith).
|
|
|
|
|
|
10.20
|
|
First Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated April 5, 2010, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2010.
|
*
|
|
|
|
|
10.21
|
|
Second Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated April 5, 2010, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2010.
|
*
|
|
|
|
|
10.22
|
|
Third Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated April 30, 2010, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2010.
|
*
|
|
|
|
|
10.23
|
|
Amended and Restated Zions Bancorporation Key Employee Incentive Stock Option Plan, incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2009.
|
*
|
|
|
|
|
10.24
|
|
Amended and Restated Zions Bancorporation 1996 Non-Employee Directors Stock Option Plan, incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2007.
|
*
|
|
|
|
|
10.25
|
|
Amended and Restated Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2012.
|
*
|
|
|
|
|
10.26
|
|
Standard Stock Option Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2012.
|
*
|
|
|
|
|
10.27
|
|
Standard Restricted Stock Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended June 30, 2012.
|
*
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
10.28
|
|
Standard Restricted Stock Unit Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.5 of Form 10-Q for the quarter ended June 30, 2012.
|
*
|
|
|
|
|
10.29
|
|
Standard Directors Stock Option Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.29 of Form 10-K for the year ended December 31, 2010.
|
*
|
|
|
|
|
10.30
|
|
Standard Directors Restricted Stock Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended June 30, 2009.
|
*
|
|
|
|
|
10.31
|
|
Standard Directors Restricted Stock Unit Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.28 of Form 10-K for the year ended December 31, 2011.
|
*
|
|
|
|
|
10.32
|
|
Standard Salary Stock Unit Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.1 of Form 8-K filed December 28, 2009.
|
*
|
|
|
|
|
10.33
|
|
Standard Deferred Salary Stock Unit Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.31 of Form 10-K for the year ended December 31, 2010.
|
*
|
|
|
|
|
10.34
|
|
Standard 2012 Deferred Salary Stock Unit Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.31 of Form 10-K for the year ended December 31, 2011.
|
*
|
|
|
|
|
10.35
|
|
Amegy Bancorporation (formerly Southwest Bancorporation of Texas, Inc.) 1996 Stock Option Plan, as amended and restated as of June 4, 2002, incorporated by reference to Exhibit 10.45 of Form 10-K for the year ended December 31, 2007.
|
*
|
|
|
|
|
10.36
|
|
Amegy Bancorporation 2004 (formerly Southwest Bancorporation of Texas, Inc.) Omnibus Incentive Plan, incorporated by reference to Exhibit 10.47 of Form 10-K for the year ended December 31, 2009.
|
*
|
|
|
|
|
10.37
|
|
Form of Change in Control Agreement between the Company and Certain Executive Officers (filed herewith).
|
|
|
|
|
|
10.38
|
|
Form of Change in Control Agreement between the Company and Scott J. McLean, incorporated by reference to Exhibit 10.48 of Form 10-K for the year ended December 31, 2007.
|
*
|
|
|
|
|
10.39
|
|
Addendum to Change in Control Agreement, incorporated by reference to Exhibit 10.43 of Form 10-K for the year ended December 31, 2008.
|
*
|
|
|
|
|
10.40
|
|
Form of Change in Control Agreement between the Company and Kenneth E. Peterson, incorporated by reference to Exhibit 10.37 of Form 10-K for the year ended December 31, 2010.
|
*
|
|
|
|
|
10.41
|
|
Form of Change in Control Agreement between the Company and Dallas E. Haun, dated May 23, 2008, incorporated by reference to Exhibit 10.52 of Form 10-K filed December 31, 2008.
|
*
|
|
|
|
|
10.42
|
|
Stock Purchase and Shareholder Agreement dated June 1, 2004 among Welman Holdings, Inc., the Company, Zions First National Bank and PSC Wealth Management, LLC, incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2010.
|
*
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
10.43
|
|
Employment Agreement between the Company and Dallas Haun, incorporated by reference to Exhibit 10.53 of Form 10-K for the year ended December 31, 2007.
|
*
|
|
|
|
|
10.44
|
|
Employment agreement between the Company and Kenneth E. Peterson, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2010.
|
*
|
|
|
|
|
10.45
|
|
Form of TARP agreement signed by all Named Executive Officers for 2008, 2009, 2010, 2011, and 2012, other then Kenneth E. Peterson, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2012.
|
*
|
|
|
|
|
10.46
|
|
Performance stock agreement between Zions Bancorporation and Scott McLean, dated August 15, 2008, incorporated by reference to Exhibit 10.51 of Form 10-K filed December 31, 2008.
|
*
|
|
|
|
|
12
|
|
Ratio of Earnings to Fixed Charges (filed herewith).
|
|
|
|
|
|
21
|
|
List of Subsidiaries of Zions Bancorporation (filed herewith).
|
|
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm (filed herewith).
|
|
|
|
|
|
31.1
|
|
Certification by Chief Executive Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).
|
|
|
|
|
|
31.2
|
|
Certification by Chief Financial Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).
|
|
|
|
|
|
32
|
|
Certification by Chief Executive Officer and Chief Financial Officer required by Sections 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and 18 U.S.C. Section 1350 (furnished herewith).
|
|
|
|
|
|
99.1
|
|
Certification by Chief Executive Officer required by 111(b)(4) of the Emergency Economic Stabilization Act (filed herewith).
|
|
|
|
|
|
99.2
|
|
Certification by Chief Financial Officer required by 111(b)(4) of the Emergency Economic Stabilization Act (filed herewith).
|
|
|
|
|
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, (ii) the Consolidated Statements of Income for the years ended December 31, 2012, December 31, 2011, and December 31, 2010, (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, December 31, 2011, and December 31, 2010, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2012, December 31, 2011, and December 31, 2010, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2012, December 31, 2011, and December 31, 2010 and (vi) the Notes to Consolidated Financial Statements (furnished herewith).
|
|
By
|
/s/ Harris H. Simmons
|
|
HARRIS H. SIMMONS, Chairman,
President and Chief Executive Officer
|
/s/ Harris H. Simmons
|
|
/s/ Doyle L. Arnold
|
HARRIS H. SIMMONS, Director, Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
DOYLE L. ARNOLD, Vice Chairman and
Chief Financial Officer
(Principal Financial Officer)
|
/s/ Alexander J. Hume
|
|
/s/ Jerry C. Atkin
|
ALEXANDER J. HUME, Controller
(Principal Accounting Officer)
|
|
JERRY C. ATKIN, Director
|
/s/ R. D. Cash
|
|
/s/ Patricia Frobes
|
R. D. CASH, Director
|
|
PATRICIA FROBES, Director
|
/s/ J. David Heaney
|
|
/s/ Roger B. Porter
|
J. DAVID HEANEY, Director
|
|
ROGER B. PORTER, Director
|
/s/ Stephen D. Quinn
|
|
/s/ L. E. Simmons
|
STEPHEN D. QUINN, Director
|
|
L. E. SIMMONS, Director
|
/s/ Steven C. Wheelwright
|
|
/s/ Shelley Thomas Williams
|
STEVEN C. WHEELWRIGHT, Director
|
|
SHELLEY THOMAS WILLIAMS, Director
|
1)
|
Establishment of Award Fund
|
2)
|
Participation Units
|
3)
|
Calculation Methodology
|
1.
|
Cumulative taxable-equivalent net interest income plus non-interest income (taxable-equivalent revenue);
|
a.
|
plus, net fixed income securities valuation and impairment losses or (gains) recognized through the income statement;
|
b.
|
less, fair value and non-hedge derivative income or (loss);
|
c.
|
less, “bargain purchase” gains recognized through the income statement;
|
d.
|
less, additional accretion, net of the write-off of any related indemnification asset, associated with loans acquired in transactions assisted by the FDIC;
|
e.
|
less, a capital charge (credit) equal to 15.4% (computed as the approximate pretax cost of common equity with a 10% after-tax cost, and using a 35% tax rate) per annum on an imputed 9.0% common equity allocation applied to the increase (decrease) in average total assets (excluding average money market investments, U.S. Treasury and Agency securities other than mortgage-backed securities, goodwill and core deposit intangible assets) during the Award Period, as compared to average total assets (excluding average money market investments, goodwill and core deposit intangible assets) during the Base Period.
|
2.
|
Non-interest operating expense (Operating Expense);
|
a.
|
less, total OREO expense;
|
b.
|
less, provisions (negative provisions) for unfunded commitments;
|
c.
|
less, merger expense, core deposit intangible and other intangible assets amortization;
|
3.
|
Equitable adjustments, as follows:
|
a.
|
any adjustment deemed necessary by the Committee to normalize PTPP Earnings as a result of unusual and extraordinary changes in internal cost or income allocations, relative to those included in the Base Period PTPP Earnings, which produce a change in costs or income which are not offset by a corresponding change in cost or income within the Bank;
|
b.
|
any other adjustments, which, in the sole discretion of the Committee, are required to equitably reflect operating performance during the Award Period with comparable measures of performance during the Base Period.
|
1)
|
Credit quality as indicated by the ratio of outstanding classified loans and leases to total outstanding loans and leases at December 31, 2014 (the “Classified Loan Ratio”). Measured as: 1 – [(Classified Loan Ratio - .025) x 40], with a maximum Classified Loan Ratio value of .075 and a minimum value of .025.
25
% weight
;
|
2)
|
Credit quality as indicated by the ratio of outstanding Non-accrual loans and leases, Other Real Estate Owned (“OREO”), and Other Repossessed Assets to total Loans, Leases, OREO and Other Repossessed Assets at December 31, 2014 (the “Non-Performing Asset Ratio”). Measured as: 1 – [(Non-Performing Asset Ratio - .01) x 66.6667], with a maximum Non-Performing Asset Ratio value of .04 and a minimum Non-Performing Asset Ratio value of .01.
25% weight
;
|
3)
|
Credit quality as indicated by net charged-off loans and leases, and OREO expense, during the Award Period; expressed as an average annualized percentage of total average loans, leases and OREO during the Award Period (the “NCO and OREO Expense Ratio”). Measured as: 1 – ([NCO and OREO Expense Ratio - .004] x 266.6667), with a maximum NCO and OREO Expense Ratio value of 1.15% and a minimum value of .4%
50% weight
.
|
4)
|
Other Administrative Provisions
|
(1)
|
This is a discretionary Plan governed and interpreted by the Committee, whose decisions shall be final
. The intent of the Plan is to fairly reward Participants for increasing shareholder value. If any adjustments need to be made to allow this Plan to accomplish its purpose, the Committee in its sole discretion can make those adjustments.
|
(2)
|
The Committee may, at its sole discretion, alter the terms of the Plan at any time during an Award Period.
|
(3)
|
Participants will not vest in any benefits available under the Plan until any payments hereunder are made after the conclusion of the Award Period.
|
(4)
|
Participants must be employed by the Company or one of its subsidiaries at the time payment is made. Nevertheless, upon death, permanent disability, or normal or early retirement (unless upon early retirement the Participant becomes employed by an entity which competes with Zions Bancorporation or any of its subsidiaries), Participant (or his/her estate) shall be eligible to receive a pro-rata incentive payment at the conclusion of the Award Period. This award will be based upon the Participant’s calculated award as approved by the Committee and will be prorated for the number of full calendar quarters the Participant was engaged as an officer of the Company or its subsidiaries prior to death, disability or retirement. For purposes of this Plan, a Participant will generally not be considered eligible for early retirement before age 55, or for normal retirement before age 65, unless otherwise approved by the Committee.
|
(5)
|
The Company shall retain the right to withhold payment of incentives otherwise earned under this Plan to any individual Participant or to all Participants as a group in the event of a significant deterioration in the Company’s or the Bank’s financial condition, or if so required by regulatory authorities, or for any other reason considered valid by the Board in its sole discretion.
|
(6)
|
The terms of this plan are subject to and limited by applicable law (including, without limitation, the Emergency Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of 2009, any applicable regulation or other binding guidance thereunder, or any agreement or arrangement with or restriction imposed by, the United States Department of the Treasury, any bank regulatory agency or any other governmental agency. In particular,
|
(a)
|
Payments made under this plan are subject to the “clawback” provisions contained in section 111 and associated regulations promulgated under the Emergency Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of 2009, the Sarbanes-Oxley Act of 2002, and regulations promulgated under such laws, which may require the Company to recover incentive compensation paid, if the compensation was based on materially inaccurate statements of earnings, revenues, gains or other criteria.
|
(b)
|
The accrual or payment of incentives under this plan are subject to the limitations prescribed for employees designated to be among the twenty-five highest-compensated employees of the Company, as contained in section 111 and associated regulations promulgated under the Emergency Economic Stabilization Act of 2008, the American Recovery and Reinvestment Act of 2009, and
|
(7)
|
Designation as a Participant in the Plan does not create a contract of employment for any specified time, nor shall such act to alter or amend the Company’s “at-will” policy of employment.
|
(8)
|
In the event a Participant transfers within Zions Bancorporation during the Award Period, he/she may be eligible to receive a pro-rata award from each participating Zions entity based on the number of months in each entity and each entity’s financial and credit performance.
|
(9)
|
In the event of a change in control of the Company (as defined in the Company’s Change in Control Plan), the Plan will be terminated and payments shall be made in accordance with the provisions of section 3 (b) of the Change in Control Plan.
|
(10)
|
This document is intended to provide a guideline for the creation and distribution of incentive compensation. Nothing herein creates a contractual obligation binding on the Board or the Committee, and no Participant shall have any legal rights with respect to an Award until such Award is distributed.
|
•
|
The resulting
Base Amount of each Unit is therefore $1.30
(6.5% growth divided by .0001 times $.002).
|
•
|
The Credit Modifier is calculated as follows:
|
◦
|
The Classified Loan Ratio produces a factor of: 1-[(.043-.025)*40] or .28. This is given a 25% weight, producing a factor of .07.
|
◦
|
The Non-Performing Asset Ratio produces a factor of: 1-[(.0275-.01)*66.6667] or -.1667. This is given a 25% weight, producing a factor of -.0417.
|
◦
|
The NCO and OREO Expense Ratio produces a factor of: 1-[(.0054-.004)*266.6667] or .6267. This is given a weight of 50%, producing a factor of .3133.
|
▪
|
The three weighted factors are added together, producing a result of .3416. This is multiplied by .5 and added to 1.0 to produce a
Credit Modifier of 1.1708.
|
•
|
The final Unit Value is calculated by multiplying the Base Unit Value of $1.30 by the Credit Modifier of 1.1708 to produce a
Total Unit Value of $1.522.
|
|
|
|
|
|
|
|
|
|
|
PAGE
|
|
Section 1
|
|
Establishment of Trust
|
|
1
|
|
|
|
|
|||
Section 2
|
|
Payments to Plan Participants and Their Beneficiaries
|
|
2
|
|
|
|
|
|||
Section 3
|
|
Trustee Responsibility Regarding Payments to Trust Beneficiary When Company is Insolvent
|
|
3
|
|
|
|
|
|||
Section 4
|
|
Payments to Company
|
|
4
|
|
|
|
|
|||
Section 5
|
|
Investment Authority
|
|
4
|
|
|
|
|
|||
Section 6
|
|
Disposition of Income
|
|
4
|
|
|
|
|
|||
Section 7
|
|
Accounting by Trustee
|
|
4
|
|
|
|
|
|||
Section 8
|
|
Responsibility of Trustee
|
|
5
|
|
|
|
|
|||
Section 9
|
|
Compensation and Expenses of Trustee
|
|
6
|
|
|
|
|
|||
Section 10
|
|
Resignation and Removal of Trustee
|
|
6
|
|
|
|
|
|||
Section 11
|
|
Appointment of Successor
|
|
7
|
|
|
|
|
|||
Section 12
|
|
Amendment or Termination
|
|
7
|
|
|
|
|
|||
Section 13
|
|
Miscellaneous
|
|
7
|
|
|
|
|
|||
Section 14
|
|
Effective Date
|
|
8
|
|
(a)
|
This Agreement made this 1
st
day of October, 2002, by and between Zions Bancorporation (the “Company”) and CIGNA Bank & Trust Company, FSB, a federal savings bank with its principal office and place of business in Hartford, Connecticut (the “Trustee”);
|
(b)
|
WHEREAS, Company has adopted the Zions Bancorporation Deferred Compensation Plan (the “Plan”);
|
(c)
|
WHEREAS, Company has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan;
|
(d)
|
WHEREAS, the Company wishes to establish the Zions Bancorporation Deferred Compensation Plan Trust (hereinafter called “Trust”or “Trust Fund”) and to contribute to the Trust assets that shall be held herein, subject to the claims of Company’s creditors in the event of Company’s insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan;
|
(e)
|
WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation and/or benefits for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;
|
(f)
|
WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist in the meeting of its liabilities under the Plan.
|
(a)
|
Company hereby deposits with Trustee in trust certain good and valuable consideration, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.
|
(b)
|
The Trust hereby established shall be irrevocable.
|
(c)
|
The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.
|
(a)
|
Company shall deliver to Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provisions for reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company.
|
(b)
|
The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.
|
(c)
|
Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. Trustee shall require Company to provide reasonable written documentation that such payments have been made directly to such participant or beneficiary. In addition, if the principal
|
(a)
|
Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is insolvent. Company shall be considered “insolvent” for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code, or (iii) Company is determined to be insolvent.
|
(b)
|
At all times during the continuance of this Trust, as provided in Section l(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below.
|
(a)
|
Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company or any delegate appointed by the Company which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by Company or its delegate. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.
|
(b)
|
If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee’s costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust.
|
(c)
|
Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder, including recordkeeping, reporting, custody of assets or proxy voting. Such agents may include affiliates of the Trustee.
|
(d)
|
Trustee shall have, without exclusion, all powers conferred in Trustees in accordance with applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy.
|
(e)
|
The Company shall indemnify and hold harmless the Trustee from and against any and all claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act done or omitted to be done, except where the same is finally adjudicated to be due to the negligence or willful misconduct of the Trustee.
|
(f)
|
In addition to and in no way in limitation of the indemnification of paragraph (e) of this section, the Company hereby agrees to indemnify and hold harmless the Trustee from and against any claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act or omission of any prior, subsequent or existing trustee of the Plan.
|
(a)
|
Trustee may resign at any time by written notice to Company, which shall be effective 30 (thirty) days after receipt of such notice unless Company and Trustee agree otherwise.
|
(b)
|
Trustee may be removed by Company on 30 (thirty) days notice or upon shorter notice accepted by Trustee.
|
(c)
|
The Trustee’s service pursuant to this Agreement is conditioned upon the existence of one or more contracts between the Company and Connecticut General providing for full Plan recordkeeping services. In the event the contract providing for such recordkeeping services is discontinued or terminated, this Trust Agreement shall be terminated as well with no further notice from either party to the other as of the date of discontinuance or termination of the contract providing for Plan recordkeeping services.
|
(d)
|
Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit.
|
(a)
|
This Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable after it has become irrevocable in accordance with Section l(b) hereof.
|
(b)
|
The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upon termination of the Trust any assets remaining in the Trust shall be returned to Company.
|
(a)
|
Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.
|
(b)
|
Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.
|
|
|
|
|
|
|
|
Attest:
|
|
|
|
ZIONS BANCORPORATION
|
||
|
|
|
|
|||
|
|
|
|
By
|
|
/s/ W. David Hemingway
|
|
|
|
|
Its
|
|
|
|
|
|
|
Date
|
|
8/9/2002
|
|
|
|
||||
Attest:
|
|
|
|
CIGNA BANK & TRUST COMPANY, FSB
|
||
|
|
|
|
|||
|
|
|
|
By
|
|
/s/ Lori Thielen
|
|
|
|
|
Its
|
|
|
|
|
|
|
Date
|
|
8/9/2002
|
1.
|
The Schedule of Covered Plans (Exhibit A of the Trust Agreement) is deleted in its entirety and replaced by the updated Schedule of Covered Plans attached hereto and forms a part hereof.
|
1.
|
Zions Bancorporation Excess Benefit Plan
|
2.
|
Zions Bancorporation Post 2004 Excess Benefit Plan
|
|
|
|
|
|
|
Section 1.
|
|
Definitions
|
|
2
|
|
|
|
|
|||
Section 2.
|
|
Trust
|
|
6
|
|
(a)
|
|
Establishment
|
|
6
|
|
(b)
|
|
Grantor Trust
|
|
7
|
|
(c)
|
|
Trust Assets
|
|
7
|
|
(d)
|
|
Non-Assignment
|
|
7
|
|
|
|
|
|||
Section 3.
|
|
Payments to Sponsor
|
|
7
|
|
|
|
|
|||
Section 4.
|
|
Disbursements
|
|
7
|
|
(a)
|
|
Directions from Administrator
|
|
7
|
|
(b)
|
|
Limitations
|
|
8
|
|
|
|
|
|||
Section 5.
|
|
Investment of Trust
|
|
8
|
|
(a)
|
|
Selection of Investment Options
|
|
8
|
|
(b)
|
|
Available Investment Options
|
|
8
|
|
(c)
|
|
Investment Directions
|
|
8
|
|
(d)
|
|
Unfunded Status of Plan
|
|
8
|
|
(e)
|
|
Mutual Funds
|
|
9
|
|
|
|
(i) Execution of Purchases and Sales
|
|
9
|
|
|
|
(ii) Voting
|
|
9
|
|
(f)
|
|
Zions Common Stock in the Zion Bancorporation Restated Deferred Compensation Plan
|
|
9
|
|
|
|
(i) Acquisition Limit
|
|
10
|
|
|
|
(ii) Duty
|
|
10
|
|
|
|
(iii) Purchases and Sales of Zions Common Stock
|
|
10
|
|
|
|
(iv) Execution of Purchases and Sales of Units
|
|
11
|
|
|
|
(v) Securities Law Reports
|
|
11
|
|
|
|
(vi) Voting and Tender Offers
|
|
11
|
|
|
|
(vii) General
|
|
12
|
|
|
|
(viii) Conversion
|
|
12
|
|
(g)
|
|
Zions Preferred Stock in the Zion Bancorporation Restated Deferred Compensation Plan
|
|
12
|
|
|
|
(i) Acquisition Limit
|
|
12
|
|
|
|
(ii) Duty
|
|
12
|
|
|
|
(iii) Purchases and Sales of Zions Preferred Stock
|
|
13
|
|
|
|
(iv) Execution of Purchases and Sales of Units
|
|
14
|
|
|
|
(v) Securities Law Reports
|
|
14
|
|
|
|
(vi) Voting and Tender Offers
|
|
14
|
|
|
|
(vii) General
|
|
15
|
|
|
|
(viii) Conversion
|
|
15
|
|
(h)
|
|
Zions Common Stock in the Zions Bancorporation Restated Deferred Compensation Plan for Directors and the Restated Amegy Bancorporation, Inc. Non-Employees Directors Deferred Fee Plan
|
|
15
|
|
|
|
(i) Acquisition Limit
|
|
15
|
|
|
|
(ii) Purchases and Sales of Zions Common Stock for Batch Activity
|
|
15
|
|
|
|
(iii) Purchases and Sales of Zions Common Stock for Participant-Initiated Exchanges (“Real Time” Trading)
|
|
16
|
|
|
|
(iv) Use of an Affiliated Broker
|
|
17
|
|
|
|
(v) Securities Law Reports
|
|
17
|
|
|
|
(vi) Voting and Tender Offers
|
|
17
|
|
|
|
(vii) General
|
|
17
|
|
|
|
(viii) Conversion
|
|
17
|
|
|
|
(ix) Nasdaq Subscriber Agreement
|
|
18
|
|
|
|
(i) Trustee Powers
|
|
18
|
|
|
|
|
|
|
|
Section 6.
|
|
Recordkeeping and Administrative Services to Be Performed
|
|
19
|
|
(a)
|
|
General
|
|
19
|
|
(b)
|
|
Accounts
|
|
19
|
|
(c)
|
|
Inspection and Audit
|
|
19
|
|
(d)
|
|
Notice of Plan Amendment
|
|
19
|
|
(e)
|
|
Returns, Reports and Information
|
|
19
|
|
|
|
|
|||
Section 7.
|
|
Compensation and Expenses
|
|
20
|
|
|
|
|
|||
Section 8.
|
|
Directions and Indemnification
|
|
20
|
|
(a)
|
|
Identity of the Sponsor and the Administrator
|
|
20
|
|
(b)
|
|
Directions from the Sponsor and the Administrator
|
|
20
|
|
(c)
|
|
Directions from Participants
|
|
20
|
|
(d)
|
|
Indemnification
|
|
20
|
|
(e)
|
|
Survival
|
|
21
|
|
|
|
|
|||
Section 9.
|
|
Resignation or Removal of Trustee
|
|
21
|
|
(a)
|
|
Resignation and Removal
|
|
21
|
|
(b)
|
|
Termination
|
|
21
|
|
(c)
|
|
Notice Period
|
|
21
|
|
(d)
|
|
Transition Assistance
|
|
21
|
|
(e)
|
|
Failure to Appoint Successor
|
|
22
|
|
|
|
|
|||
Section 10.
|
|
Successor Trustee
|
|
22
|
|
(a)
|
|
Appointment
|
|
22
|
|
(b)
|
|
Acceptance
|
|
22
|
|
(c)
|
|
Corporate Action
|
|
22
|
|
|
|
|
|||
Section 11.
|
|
Resignation, Removal, and Termination Notices
|
|
22
|
|
|
|
|
|||
Section 12.
|
|
Duration
|
|
22
|
|
|
|
|
|||
Section 13.
|
|
Insolvency of Sponsor
|
|
23
|
|
|
|
|
|||
Section 14.
|
|
Amendment or Modification
|
|
23
|
|
|
|
|
|||
Section 15.
|
|
Electronic Services
|
|
23
|
|
|
|
|
|||
Section 16.
|
|
Assignment
|
|
25
|
|
|
|
|
|||
Section 17.
|
|
Force Majeure
|
|
25
|
|
|
|
|
|||
Section 18.
|
|
Confidentiality
|
|
25
|
|
|
|
|
|||
Section 19.
|
|
General
|
|
25
|
|
(a)
|
|
Performance by Trustee, its Agents or Affiliates
|
|
25
|
|
(b)
|
|
Entire Agreement
|
|
26
|
|
(c)
|
|
Waiver
|
|
26
|
|
(d)
|
|
Successors and Assigns
|
|
26
|
|
(e)
|
|
Partial Invalidity
|
|
26
|
|
(f)
|
|
Section Headings
|
|
26
|
|
(g)
|
|
Communications
|
|
26
|
|
(h)
|
|
Survival
|
|
26
|
|
(i)
|
|
Merger
|
|
27
|
|
|
|
|
|||
Section 20.
|
|
Use of Data
|
|
27
|
|
|
|
|
|||
Section 21.
|
|
Governing Law
|
|
27
|
|
(a)
|
|
Massachusetts Law Controls
|
|
27
|
|
(b)
|
|
Trust Agreement Controls
|
|
27
|
|
|
|
|
|
|
|
SCHEDULES
|
|
|
|
29
|
|
|
|
|
|||
Schedule “A”
|
|
Recordkeeping and Administrative Services .
|
|
29
|
|
Schedule “B”
|
|
Fee Schedule
|
|
32
|
|
Schedule “C”
|
|
Investment Options
|
|
33
|
|
Schedule “D”
|
|
Operational Guidelines for Non-Fidelity Mutual Funds
|
|
35
|
|
Schedule “E”
|
|
Availabel Liquidity Procedures for Unitized Stock Funds
|
|
37
|
|
(h)
|
Zions Common Stock in the Zions Bancorporation Restated Deferred Compensation Plan for Directors and the Restated Amegy Bancorporation. Inc. Non-Employees Directors Deferred Fee Plan.
|
|
|
|
ZIONS BANCORPORATION
|
||
|
|
|
By:
|
|
/s/ Diana M. Andersen
|
|
|
Authorized Signatory
|
|
|
|
Name:
|
|
Diana M. Andersen
|
Title:
|
|
|
Date:
|
|
|
|
|
|
FIDELITY MANAGEMENT TRUST COMPANY
|
||
|
|
|
By:
|
|
/s/ Stephanie Sheehan
|
|
|
Authorized Signatory
|
|
|
|
Name:
|
|
Stephanie Sheehan
|
Date:
|
|
9/20/2006
|
*
|
Establishment and maintenance of Participant account and election percentages.
|
*
|
Maintenance of the Plan investment options set forth on Schedule “C”.
|
*
|
Maintenance of the money classifications set forth in the Plan Administration Manual.
|
*
|
The Trustee will provide the recordkeeping and administrative services set forth on this Schedule “A” or as otherwise agreed to in writing (or by means of a secure electronic medium) between Sponsor and Trustee. The Trustee may unilaterally add or enhance services, provided such addition or enhancement is made globally across the Trustee’s client base and provided there is no impact on fees set forth in Schedule “B.”
|
1
|
Participant service representatives are available each Business Day at the times set forth in the Plan Administration Manual via toll free telephone service for Participant inquiries and transactions.
|
2
|
Through the automated voice response system and on-line account access via the world wide web, Participants also have virtually 24 hour account inquiry and transaction capabilities.
|
3
|
For security purposes, all calls are recorded. In addition, several levels of security are available including the verification of a PIN or such other personal identifier as may be agreed to from time to time by the Sponsor and the Trustee.
|
4
|
The following services are available via the telephone or such other electronic means as may be agreed upon from time to time by the Sponsor and the Trustee and will be provided as soon as administratively feasible or within such other timeline as may be agreed upon in writing between the Sponsor and Trustee:
|
•
|
Process Participant enrollments, in accordance with the procedures set forth in the Plan Administration Manual.
|
•
|
Provide Plan investment option information consisting of, but not limited, to prospectus and performance summaries.
|
•
|
Provide and maintain information and explanations about Plan provisions.
|
•
|
Respond to and provide requests for literature.
|
•
|
Maintain and process changes to Participants’ contribution allocations for all money sources, if applicable.
|
•
|
Process exchanges (transfers) between investment options on a daily basis.
|
•
|
Process in-service withdrawals, hardship withdrawals, and full distributions in accordance with the procedures set forth in the Plan Administration Manual.
|
1
|
Process consolidated payroll contributions according to the Sponsor’s payroll frequency via EDT, consolidated magnetic tape or diskette. The data format will be provided by the Trustee via EDT, PSW, or as otherwise agreed upon in writing. If there is a change in data format, the Trustee will provide reasonably advanced notification to Sponsor.
|
2
|
Maintain and update employee data necessary to support Plan administration. The data will be submitted according to payroll frequency.
|
3
|
Provide daily Plan and Participant level accounting for all Plan investment options.
|
4
|
Provide daily Plan and Participant level accounting for all money classifications for the Plan.
|
5
|
Audit and reconcile the Plan and Participant accounts daily.
|
6
|
Reconcile and process Participant withdrawal requests and distributions in accordance with the procedures set forth in the Plan Administration Manual. All requests are paid based on the current market values of Participants’ accounts, not advanced or estimated values. A distribution report will accompany each check.
|
7
|
Maintain and process changes to Participants’ existing hypothetical investment mix elections.
|
1
|
Provide confirmation to Participants of all Participant initiated transactions either online or via the mail, as selected by the Participant. Online confirms are generated upon submission of a transaction and mail confirms are available by mail generally within five (5) calendar days of the transaction.
|
2
|
Provide Participant statements in accordance with the procedures set forth in the Plan Administration Manual.
|
1
|
Prepare, reconcile and deliver a monthly Trial Balance Report presenting all money classes and investments. This report is based on the market value as of the last business day of the month. The report will be delivered not later than ten (10) calendar days after the end of each month in the absence of unusual circumstances.
|
1
|
Provide federal and state tax reporting and withholding on benefit payments made to Participants and beneficiaries in accordance with this Agreement.]
|
2
|
Provide Mutual Fund tax reporting (Forms 1099 DIV. and 1099-B) to the Sponsor.
|
1
|
Design, produce and distribute a customized comprehensive communications program for employees. The program may include multimedia informational materials, investment education and planning materials, access to Fidelity’s homepage on the internet and STAGES magazine. Additional fees for such services may apply as mutually agreed upon between Sponsor and Trustee.
|
1
|
Plan Sponsor Webstation
: The Fidelity Participant Recordkeeping System is available on-line to the Sponsor via the Plan Sponsor Webstation. PSW is a graphical, Windows- based application that provides current Plan and Participant-level information, including indicative data, account balances, activity and history. The Sponsor agrees that PSW access will not be granted to third parties without the prior consent of the Trustee.
|
2
|
Change of Address by Telephone
: The Trustee shall allow Participants as directed by the Sponsor and documented in the Plan Administration Manual, to make address changes via Fidelity’s toll-free telephone service.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ZIONS BANCORPORATION
|
|
|
|
|
|
FIDELITY MANAGEMENT TRUST COMPANY
|
||||||
|
|
|
|
|
|
|
||||||
By:
|
|
/s/ Diana M. Andersen
|
|
8/18/2006
|
|
|
|
By:
|
|
/s/ Stephanie Sheehan
|
|
9/20/2006
|
|
|
Authorized Signatory
|
|
Date
|
|
|
|
|
|
Authorized Signatory
|
|
Date
|
|
|
|
Annual Recordkeeping Fee:
|
|
Fee waived.
|
|
|
|
Non-Fidelity Mutual Funds:
|
|
Fees paid directly to Fidelity Investments
Institutional Operations Company, Inc. (FIIOC)
Or its affiliates by Non-Fidelity Mutual Fund
Vendors shall be posted and updated quarterly
on Plan Sponsor Webstation at
https://psw.fidelity.com
or successor site.
|
•
|
Other Fees: separate charges may apply for extraordinary expenses resulting from large numbers of simultaneous manual transactions, from errors not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which are also accessible to participants via electronic services in the event that the provision of such material in hard copy would result in an additional expense deemed to be material. The Administrator may withdraw reasonable administrative fees from the Trust by written direction to Fidelity.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ZIONS BANCORPORATION
|
|
|
|
|
|
FIDELITY MANAGEMENT TRUST COMPANY
|
||||||
|
|
|
|
|
|
|
||||||
By:
|
|
/s/ Diana M. Andersen
|
|
8/18/2006
|
|
|
|
By:
|
|
/s/ Stephanie Sheehan
|
|
9/20/2006
|
|
|
Authorized Signatory
|
|
Date
|
|
|
|
|
|
Authorized Signatory
|
|
Date
|
•
|
Fidelity Capital & Income Fund
|
•
|
Fidelity Freedom 2000 Fund
®
|
•
|
Fidelity Freedom 2005 Fund
®
|
•
|
Fidelity Freedom 2010 Fund
®
|
•
|
Fidelity Freedom 2015 Fund
®
|
•
|
Fidelity Freedom 2020 Fund
®
|
•
|
Fidelity Freedom 2025 Fund
®
|
•
|
Fidelity Freedom 2030 Fund
®
|
•
|
Fidelity Freedom 2035 Fund
®
|
•
|
Fidelity Freedom 2040 Fund
®
|
•
|
Fidelity Freedom Income Fund
®
|
•
|
Fidelity Retirement Money Market Portfolio
|
•
|
Fidelity U.S. Bond Index Fund
|
•
|
AllianceBernstein International Value Fund - Advisor Class
|
•
|
American Beacon Large Cap Value Fund - PlanAhead Class
|
•
|
BlackRock International Opportunities Fund - Institutional Class
|
•
|
Columbia Acorn USA Fund - Class Z
|
•
|
Evergreen Special Values Fund - Institutional Class
|
•
|
Janus Mid Cap Value Fund - Investor Class
|
•
|
Julius Baer International Equity Fund - Class A
|
•
|
Lazard Emerging Markets Portfolio - Institutional Class
|
•
|
Legg Mason Partners Aggressive Growth Fund - Class A
|
•
|
Loomis Sayles Bond - Institutional Class
|
•
|
Loomis Sayles Global Bond - Institutional Class
|
•
|
Morgan Stanley Institutional International Real Estate Portfolio - Class A
|
•
|
PIMCO Commodity Real Return Strategy Fund - Institutional Class
|
•
|
PIMCO Total Return Fund - Institutional Class
|
•
|
Rainier Small/Mid Cap Equity Portfolio - Investor Class
|
•
|
Spartan® International Index Fund - Investor Class
|
•
|
Spartan® Total Market Index Fund - Investor Class
|
•
|
Spartan® U.S. Equity Index Fund - Investor Class
|
•
|
Vanguard Mid-Cap Index Fund - Admiral Class
|
•
|
Vanguard REIT Index Fund - Admiral Class
|
•
|
Vanguard Small-Cap Index Fund - Admiral Class
|
•
|
Victory Diversified Stock Fund - Class A
|
•
|
Wasatch Core Growth Fund
|
•
|
Wasatch Small Cap Value Fund
|
•
|
Zions Common Stock Fund
|
•
|
Zions Preferred Stock Fund
|
•
|
Fidelity Retirement Money Market Portfolio
|
•
|
Zions Common Stock Fund
|
•
|
Zions Common Stock Fund
|
|
|
|
|
|
ZIONS BANCORPORATION
|
||||
|
|
|
||
By:
|
|
/s/ Connie Linardakis
|
|
9/13/2006
|
|
|
Authorized Signatory
|
|
Date
|
1.
|
Withdrawals and distributions will be aggregated and placed first in the hierarchy. If Available Liquidity is sufficient for the aggregate of such transactions, all such withdrawals and distributions will be honored. If Available Liquidity is not sufficient for the aggregate of such transactions, then such transactions will be suspended, and no transactions requiring a sale of Stock Fund units shall be honored for that day.
|
2.
|
If Available Liquidity has not been exhausted by the aggregate of withdrawals and distributions, then all remaining transactions involving a sale of units in the Stock Funds (exchanges out) shall be grouped on the basis of when such requests were received, in accordance with standard procedures maintained by the Trustee for such grouping as they may be amended from time to time. To the extent of Available Liquidity, groups of exchanges out of the Stock Funds shall be honored, by group, on a FIFO basis. If Available Liquidity is insufficient to honor all exchanges out within a group, then none of the exchanges out in such group shall be honored, and no exchanges out in a later group shall be honored.
|
3.
|
Transactions not honored on a particular day due to insufficient Available Liquidity shall be honored, using the hierarchy specified above, on the next Business Day on which there is Available Liquidity.
|
•
|
Fidelity Capital & Income Fund
|
•
|
Fidelity Freedom 2000 Fund
®
|
•
|
Fidelity Freedom 2005 Fund
®
|
•
|
Fidelity Freedom 2010 Fund
®
|
•
|
Fidelity Freedom 2015 Fund
®
|
•
|
Fidelity Freedom 2020 Fund
®
|
•
|
Fidelity Freedom 2025 Fund
®
|
•
|
Fidelity Freedom 2030 Fund
®
|
•
|
Fidelity Freedom 2035 Fund
®
|
•
|
Fidelity Freedom 2040 Fund
®
|
•
|
Fidelity Freedom Income Fund
®
|
•
|
Fidelity Retirement Money Market Portfolio
|
•
|
Fidelity U.S. Bond Index Fund
|
•
|
AllianceBernstein International Value Fund – Advisor Class
|
•
|
American Beacon Large Cap Value Fund – PlanAhead Class
|
•
|
BlackRock International Opportunities Fund – Institutional Class
|
•
|
Columbia Acorn USA Fund – Class Z
|
•
|
Evergreen Special Values Fund – Institutional Class
|
•
|
Janus Mid Cap Value Fund – Investor Class
|
•
|
Julius Baer International Equity Fund – Class A
|
•
|
Lazard Emerging Markets Portfolio – Institutional Class
|
•
|
Legg Mason Partners Aggressive Growth Fund – Class A
|
•
|
Loomis Sayles Bond – Institutional Class
|
•
|
Loomis Sayles Global Bond – Institutional Class
|
•
|
Morgan Stanley Institutional International Real Estate Portfolio – Class A
|
•
|
PIMCO Commodity Real Return Strategy Fund – Institutional Class
|
•
|
PIMCO Total Return Fund – Institutional Class
|
•
|
Rainier Small/Mid Cap Equity Portfolio – Investor Class
|
•
|
Spartan
®
International Index Fund – Investor Class
|
•
|
Spartan
®
Total Market Index Fund– Investor Class
|
•
|
Spartan
®
U.S. Equity Index Fund– Investor Class
|
•
|
Vanguard Mid-Cap Index Fund – Admiral Class
|
•
|
Vanguard REIT Index Fund – Admiral Class
|
•
|
Vanguard Small-Cap Index Fund – Admiral Class
|
•
|
Victory Diversified Stock Fund – Class A
|
•
|
Wasatch Core Growth Fund
|
•
|
Wasatch Small Cap Value Fund
|
•
|
Zions Common Stock Fund
|
•
|
Zions Preferred Stock Fund
|
•
|
Fidelity Retirement Money Market Portfolio
|
•
|
Zions Common Stock Fund
|
•
|
Zions Common Stock Fund
|
|
|
|
|
|
ZIONS BANCORPORATION
|
||||
|
|
|
||
By:
|
|
/s/ Connie Linardakis
|
|
9/13/2006
|
|
|
Authorized signatory
|
|
Date
|
|
|
|
|
Section 1. Definitions
|
|
1
|
|
|
|
||
Section 2. Trust
|
|
7
|
|
|
|
||
Section 3. Exclusive Benefit and Reversion of Sponsor Contributions
|
|
8
|
|
|
|
||
Section 4. Disbursements
|
|
8
|
|
|
|
||
Section 5. Investment of Trust
|
|
8
|
|
|
|
||
(a) Selection of Investments or Investment Options
|
|
8
|
|
|
|
||
(b) Available Investments or Investment Options
|
|
8
|
|
|
|
||
(c) Participant Direction
|
|
9
|
|
|
|
||
(d) Mutual Funds
|
|
9
|
|
(i) Execution of Purchases and Sales
|
|
10
|
|
(ii) Voting
|
|
10
|
|
|
|
||
(e) Sponsor Stock
|
|
10
|
|
(i) Acquisition Limit
|
|
11
|
|
(ii) Fiduciary Duty
|
|
11
|
|
(iii) Purchases and Sales of Sponsor Stock
|
|
12
|
|
(iv) Execution of Purchases and Sales of Units
|
|
13
|
|
(v) Securities Law Reports
|
|
13
|
|
(vi) Voting and Tender Offers
|
|
14
|
|
(vii) General
|
|
16
|
|
(viii) Conversion
|
|
16
|
|
|
|
||
(f) Participant Loans
|
|
17
|
|
|
|
||
(g) Stable Value Investments
|
|
17
|
|
(i) Collective Investment Funds Managed by the Trustee
|
|
17
|
|
|
|
||
(h) Trustee Powers
|
|
17
|
|
|
|
||
Section 6. Recordkeeping and Administrative Services to be Performed
|
|
19
|
|
|
|
||
(a) General
|
|
19
|
|
|
|
||
(b) Accounts
|
|
19
|
|
|
|
||
(c) Inspection and Audit
|
|
19
|
|
|
|
||
(d) Notice of Plan Amendment
|
|
20
|
|
|
|
||
(e) Returns, Reports and Information
|
|
20
|
|
|
|
||
Section 7. Compensation and Expenses
|
|
20
|
|
|
|
||
Section 8. Directions and Indemnification
|
|
21
|
|
|
|
||
(a) Identity of Administrator and Named Fiduciary
|
|
21
|
|
|
|
||
(b) Directions from Administrator
|
|
21
|
|
|
|
||
(c) Directions from Named Fiduciary
|
|
21
|
|
|
|
||
(d) Co-Fiduciary Liability
|
|
22
|
|
|
|
|
|
|
|
||
(e) Indemnification
|
|
22
|
|
|
|
||
(f) Survival
|
|
22
|
|
|
|
||
Section 9. Resignation or Removal of Trustee and Termination
|
|
23
|
|
|
|
||
(a) Resignation and Removal
|
|
23
|
|
|
|
||
(b) Termination
|
|
23
|
|
|
|
(c) Notice Period
|
|
23
|
|
|
|
||
(d) Transition Assistance
|
|
23
|
|
|
|
||
(e) Failure to Appoint Successor
|
|
23
|
|
|
|
||
Section 10. Successor Trustee
|
|
24
|
|
|
|
||
(a) Appointment
|
|
24
|
|
|
|
||
(b) Acceptance
|
|
24
|
|
|
|
||
(c) Corporate Action
|
|
24
|
|
|
|
||
Section 11. Resignation, Removal, and Termination Notices
|
|
24
|
|
|
|
||
Section 12. Duration
|
|
25
|
|
|
|
||
Section 13. Amendment or Modification
|
|
25
|
|
|
|
||
Section 14. Electronic Services
|
|
25
|
|
|
|
||
Section 15. Assignment
|
|
27
|
|
|
|
||
Section 16. Force Majeure
|
|
27
|
|
|
|
||
Section 17. Confidentiality
|
|
28
|
|
|
|
||
Section 18. General
|
|
28
|
|
|
|
||
(a) Performance by Trustee, its Agents or Affiliates
|
|
28
|
|
|
|
||
(b) Entire Agreement
|
|
28
|
|
|
|
||
(c) Waiver
|
|
28
|
|
|
|
||
(d) Successors and Assigns
|
|
29
|
|
|
|
||
(e) Partial Invalidity
|
|
29
|
|
|
|
||
(f) Section Headings
|
|
29
|
|
|
|
||
(g) Communications
|
|
29
|
|
|
|
||
(h) Survival
|
|
30
|
|
|
|
||
(i) Merger
|
|
30
|
|
|
|
||
Section 19. Use of Data
|
|
31
|
|
|
|
Section 20. Governing Law
|
|
31
|
|
|
|
||
(a) Massachusetts Law Controls
|
|
31
|
|
|
|
||
(b) Trust Agreement Controls
|
|
31
|
|
|
|
|
|
Section 21. Plan Qualification
|
|
31
|
|
|
|
||
SCHEDULES
|
|
33
|
|
Schedule “A” –
Administrative Services
|
|
33
|
|
Schedule “B” –
Fee Schedule
|
|
37
|
|
Schedule “C” –
Investment Options
|
|
39
|
|
Schedule “D” –
Statement of Qualified Status
|
|
41
|
|
Schedule “E” –
Operational Guidelines for Non-fidelity Mutual Funds
|
|
42
|
|
Schedule “F” –
Form 5500 Service
|
|
44
|
|
Schedule “G” –
Available Liquidity Procedures for Unitized Stock Fund
|
|
46
|
|
Schedule “H” –
Cash Dividend Operating Procedures
|
|
47
|
|
Section 1.
|
Definitions.
|
(b)
|
“Agreement”
|
(c)
|
“Available Liquidity”
|
(d)
|
“Business Day”
|
(e)
|
“Closing Price”
|
(f)
|
“Code”
|
|
|
|
|
Fidelity Confidential
|
|
2
|
|
(g)
|
“Confidential Information”
|
(h)
|
“Declaration of Separate Fund”
|
(i)
|
“EDT”
|
(j)
|
“Electronic Services”
|
(k)
|
“ERISA”
|
(l)
|
“External Account Information”
|
(m)
|
“FBSLLC”
|
(n)
|
“Fidelity Mutual Fund”
|
|
|
|
|
Fidelity Confidential
|
|
3
|
|
(o)
|
“FIFO”
|
(p)
|
“FIIOC”
|
(q)
|
“Group Trust”
|
(r)
|
“In Good Order”
|
(s)
|
“Losses”
|
(t)
|
“Mutual Fund”
|
(u)
|
“Named Fiduciary”
|
(v)
|
“NAV”
|
|
|
|
|
Fidelity Confidential
|
|
4
|
|
(w)
|
“NFSLLC”
|
(x)
|
“Non-Fidelity Mutual Fund”
|
(y)
|
“NYSE”
|
(z)
|
“Participant”
|
(a)
|
“Participant Recordkeeping Reconciliation Period”
|
(a)
|
“Participation Agreement”
|
(cc)
|
“PIN”
|
(m)
|
“Plan”
|
|
|
|
|
Fidelity Confidential
|
|
5
|
|
(a)
|
“Plan Administration Manual”
|
(a)
|
“Plan Sponsor Webstation”
|
(a)
|
“Real Estate Joint Venture”
|
(a)
|
“Reporting Date”
|
(ii)
|
“SEC”
|
(a)
|
“Specified Hierarchy”
|
(a)
|
“Sponsor”
|
|
|
|
|
Fidelity Confidential
|
|
6
|
|
(c)
|
“Sponsor Stock”
|
(mm)
|
“Stock Fund”
|
(a)
|
“Trust”
|
(a)
|
“Trustee”
|
(a)
|
“VRS”
|
Section 2.
|
Trust.
|
|
|
|
|
Fidelity Confidential
|
|
7
|
|
Section 3.
|
Exclusive Benefit and Reversion of Sponsor Contributions.
|
Section 4.
|
Disbursements.
|
Section 5.
|
Investment of Trust.
|
(a)
|
Selection of Investments or Investment Options.
|
(b)
|
Available Investments or Investment Options.
|
|
|
|
|
Fidelity Confidential
|
|
8
|
|
(c)
|
Participant Direction.
|
(d)
|
Mutual Funds.
|
|
|
|
|
Fidelity Confidential
|
|
9
|
|
(i)
|
Execution of Purchases and Sales.
|
(ii)
|
Voting.
|
(e)
|
Sponsor Stock.
|
|
|
|
|
Fidelity Confidential
|
|
10
|
|
(i)
|
Acquisition Limit.
|
(ii)
|
Fiduciary Duty.
|
|
|
|
|
Fidelity Confidential
|
|
11
|
|
(iii)
|
Purchases and Sales of Sponsor Stock.
|
|
|
|
|
Fidelity Confidential
|
|
12
|
|
(iv)
|
Execution of Purchases and Sales of Units.
|
(v)
|
Securities Law Reports.
|
|
|
|
|
Fidelity Confidential
|
|
13
|
|
(vi)
|
Voting and Tender Offers.
|
|
|
|
|
Fidelity Confidential
|
|
14
|
|
|
|
|
|
Fidelity Confidential
|
|
15
|
|
(vii)
|
General.
|
(viii)
|
Conversion.
|
|
|
|
|
Fidelity Confidential
|
|
16
|
|
(f)
|
Participant Loans.
|
(g)
|
Stable Value Investments.
|
(i)
|
Collective Investment Funds Managed by the Trustee.
|
(h)
|
Trustee Powers.
|
|
|
|
|
Fidelity Confidential
|
|
17
|
|
|
|
|
|
Fidelity Confidential
|
|
18
|
|
Section 6.
|
Recordkeeping and Administrative Services to Be Performed.
|
(a)
|
General.
|
(b)
|
Accounts.
|
(c)
|
Inspection and Audit.
|
|
|
|
|
Fidelity Confidential
|
|
19
|
|
(d)
|
Notice of Plan Amendment.
|
(e)
|
Returns, Reports and Information.
|
Section 7.
|
Compensation and Expenses.
|
|
|
|
|
Fidelity Confidential
|
|
20
|
|
Section 8.
|
Directions and Indemnification.
|
(a)
|
Identity of Administrator and Named Fiduciary.
|
(b)
|
Directions from Administrator.
|
(c)
|
Directions from Named Fiduciary.
|
|
|
|
|
Fidelity Confidential
|
|
21
|
|
(d)
|
Co-Fiduciary Liability.
|
(e)
|
Indemnification.
|
(f)
|
Survival.
|
|
|
|
|
Fidelity Confidential
|
|
22
|
|
Section 9.
|
Resignation or Removal of Trustee and Termination.
|
(a)
|
Resignation and Removal.
|
(b)
|
Termination.
|
(c)
|
Notice Period.
|
(d)
|
Transition Assistance.
|
(e)
|
Failure to Appoint Successor.
|
|
|
|
|
Fidelity Confidential
|
|
23
|
|
Section 10.
|
Successor Trustee.
|
(a)
|
Appointment.
|
(b)
|
Acceptance.
|
(c)
|
Corporate Action.
|
Section 11.
|
Resignation, Removal, and Termination Notices.
|
|
|
|
|
Fidelity Confidential
|
|
24
|
|
Section 12.
|
Duration.
|
Section 13.
|
Amendment or Modification.
|
Section 14.
|
Electronic Services.
|
|
|
|
|
Fidelity Confidential
|
|
25
|
|
|
|
|
|
Fidelity Confidential
|
|
26
|
|
Section 15.
|
Assignment.
|
Section 16.
|
Force Majeure.
|
|
|
|
|
Fidelity Confidential
|
|
27
|
|
Section 17.
|
Confidentiality.
|
Section 18.
|
General.
|
(a)
|
Performance by Trustee, its Agents or Affiliates.
|
(b)
|
Entire Agreement.
|
(c)
|
Waiver.
|
|
|
|
|
Fidelity Confidential
|
|
28
|
|
(d)
|
Successors and Assigns.
|
(e)
|
Partial Invalidity.
|
(f)
|
Section Headings.
|
(g)
|
Communications.
|
(g)
|
Content
|
(ii)
|
Delivery
|
|
|
|
|
Fidelity Confidential
|
|
29
|
|
|
(h.)
|
Survival.
|
|
(i.)
|
Merger.
|
|
|
|
|
Fidelity Confidential
|
|
30
|
|
Section 19.
|
Use of Data.
|
Section 20.
|
Governing Law.
|
(a)
|
Massachusetts Law Controls.
|
(b)
|
Trust Agreement Controls.
|
Section 21.
|
Plan Qualification.
|
|
|
|
|
Fidelity Confidential
|
|
31
|
|
|
|
|
ZIONS BANCORPORATION
|
||
|
|
|
By:
|
|
/s/ Diana M. Andersen
|
|
|
Authorized Signatory
|
Name:
|
|
Diana M. Andersen
|
Title:
|
|
SVP & Director of Corporate Benefits
|
|
||
FIDELITY MANAGEMENT TRUST COMPANY
|
||
|
|
|
By:
|
|
/s/ Stephanie Sheehan
|
|
|
Authorized Signatory
|
Name:
|
|
Stephanie Sheehan
|
Date:
|
|
8/14/2006
|
|
|
|
|
Fidelity Confidential
|
|
32
|
|
*
|
Establishment and maintenance of Participant account and election percentages.
|
*
|
Maintenance of the Plan investment options set forth on Schedule “C.”
|
*
|
Maintenance of the money classifications set forth in the Plan Administration Manual.
|
*
|
The Trustee will provide the recordkeeping and administrative services set forth on this Schedule “A” or as otherwise agreed to in writing (or by means of a secure electronic medium) between Sponsor and Trustee. The Trustee may unilaterally add or enhance services, provided such addition or enhancement is made globally across the Trustee’s client base and provided there is no impact on fees set forth in Schedule “B.”
|
A)
|
Participant Services
|
1
|
Participant service representatives are available each Business Day at the times set forth in the Plan Administration Manual via toll free telephone service for Participant inquiries and transactions.
|
2
|
Through the automated voice response system and on-line account access via the world wide web, Participants also have virtually 24 hour account inquiry and transaction capabilities.
|
3
|
For security purposes, all calls are recorded. In addition, several levels of security are available including the verification of a PIN or such other personal identifier as may be agreed to from time to time by the Sponsor and the Trustee.
|
4
|
The following services are available via the telephone or such other electronic means as may be agreed upon from time to time by the Sponsor and the Trustee and will be provided as soon as administratively feasible or within such other timeline as may be agreed upon in writing between the Sponsor and Trustee:
|
•
|
Process Participant enrollments, in accordance with the procedures set forth in the Plan Administration Manual.
|
•
|
Provide Plan investment option information consisting of, but not limited, to prospectus and performance summaries.
|
•
|
Provide and maintain information and explanations about Plan provisions.
|
•
|
Respond to and provide requests for literature.
|
|
|
|
|
Fidelity Confidential
|
|
33
|
|
•
|
Allow Participants to change their contribution election percentage(s) and establish/change catch-up contributions, if applicable. Provide updates via PSW, in mutually agree upon format, for the Sponsor to apply to its payrolls accordingly.
|
•
|
Maintain and process changes to Participants’ contribution allocations for all money sources.
|
•
|
Process exchanges (transfers) between investment options on a daily basis, in accordance with the procedures set forth in the Plan Administration Manual.
|
•
|
Process in-service withdrawals, hardship withdrawals, and full distributions, in accordance with the procedures set forth in the Plan Administration Manual.
|
•
|
Consult with Participants on various loan scenarios and process loan requests (including loans for the purchase of a primary residence, if applicable), in accordance with procedures set forth in the Plan Administration Manual.
|
B)
|
Plan Accounting
|
1
|
Process consolidated payroll contributions according to the Sponsor’s payroll frequency via EDT, consolidated magnetic tape or diskette. The data format will be provided by Trustee via EDT, PSW, or as otherwise agreed upon in writing. If there is a change in data format, the Trustee will provide reasonably advanced notification to Sponsor.
|
2
|
Maintain and update employee data necessary to support Plan administration. The data will be submitted according to payroll frequency.
|
3
|
Provide daily Plan and Participant level accounting for all Plan investment options.
|
4
|
Provide daily Plan and Participant level accounting for all money classifications for the Plan.
|
5
|
Audit and reconcile the Plan and Participant accounts daily.
|
6
|
Reconcile and process Participant withdrawal requests and distributions, in accordance with the procedures set forth in the Plan Administration Manual. All requests are paid based on the current market values of Participants’ accounts, not advanced or estimated values. A distribution report will accompany each check.
|
7
|
Track individual Participant loans; process loan withdrawals; re-invest loan repayments; and prepare and deliver comprehensive reports to the Sponsor to assist in the administration of Participant loans.
|
8
|
Maintain and process changes to Participants’ deferral percentage and prospective and existing investment mix elections.
|
C)
|
Participant Reporting
|
1
|
Provide confirmation to Participants of all Participant initiated transactions either online or via the mail, as selected by the Participant. Online confirms are generated upon submission of a transaction and mail confirms are available by mail within three to five calendar days of the transaction.
|
|
|
|
|
Fidelity Confidential
|
|
34
|
|
2
|
Provide Participant statements in accordance with the procedures set forth in the Plan Administration Manual.
|
3
|
Timely provide Participants with required Code Section 402(f) notification for distributions from the Plan. This notice advises Participants of the tax consequences of their Plan distributions.
|
4
|
Provide Participants with required Code Section 411(a)(11) notification for distributions from the Plan. This notice advises Participants of the normal and optional forms of payment of their Plan distributions.
|
D)
|
Plan Reporting
|
1
|
Prepare, reconcile and deliver a monthly Trial Balance Report presenting all money classes and investments. This report is based on the market value as of the last business day of the month. The report will be delivered not later than ten (10) calendar days after the end of each month in the absence of unusual circumstances.
|
E)
|
Government Reporting
|
1
|
Process year-end tax reports for Participants – Forms 1099-R, as well as preparation of Form 5500 in accordance with the guidelines set forth on Schedule “F”.
|
F)
|
Communication & Education Services
|
1
|
Design, produce and distribute a customized comprehensive communications program for employees. The program may include multimedia informational materials, investment education and planning materials, access to Fidelity’s homepage on the internet and STAGES magazine. Additional fees for such services may apply as mutually agreed upon between Sponsor and Trustee.
|
2
|
Provide Portfolio Review, an internet-based educational service for Participants that generates target asset allocations and model portfolios customized to investment options in the Plan based upon methodology provided by Strategic Advisers, Inc., an affiliate of the Trustee.
|
G)
|
Other
|
1
|
Non-Discrimination Testing
: Perform non-discrimination limitation testing upon request. In order to obtain this service, the client shall be required to provide the information identified in the Fidelity Discrimination Testing Package Guidelines. Any fees and restrictions associated with this testing service shall be addressed in such guidelines.
|
2
|
Plan Sponsor Webstation
: The Fidelity Participant Recordkeeping System is available on-line to the Sponsor via the Plan Sponsor Webstation. PSW is a graphical, Windows-based application that provides current plan and Participant-level information, including indicative data, account balances, activity and history. The Sponsor agrees that PSW access will not be granted to third parties without the prior consent of the Trustee.
|
|
|
|
|
Fidelity Confidential
|
|
35
|
|
3
|
Change of Address by Telephone
: The Trustee shall allow Participants as directed by the Sponsor and documented in the Plan Administration Manual, to make address changes via Fidelity’s toll-free telephone service.
|
4
|
Roll-In Processing.
The Trustee shall process the qualification of rollover contributions to the Trust. The procedures for qualifying a rollover are directed by the Sponsor and the Trustee shall accept or deny each rollover based upon the Plan’s written criteria and any written guidelines provided by the Sponsor and documented in the Plan Administration Manual.
|
5
|
Minimum Required Distributions
: Monitor and process minimum required distribution (“MRD”) amounts as follows: the Trustee shall notify the MRD Participant and, upon notification from the MRD Participant, shall use the MRD Participant’s information to process their distribution. If the MRD Participant has terminated employment and does not respond to the Trustee’s notification, the Sponsor hereby directs the Trustee to automatically begin the required distribution for the MRD Participant.
|
6
|
Qualified Domestic Relations Order Processing
: The Trustee will provide Qualified Domestic Relations Order support by supplying interested parties with plan and benefit information, suspending payments upon notification that a domestic relations order has been submitted, and executing all administrative action required by that order after it has been qualified by the Administrator.
|
|
|
|
|
|
|
|
|
|
ZIONS BANCORPORATION
|
|
|
|
FIDELITY MANAGEMENT TRUST COMPANY
|
||||
|
|
|
|
|
||||
By:
|
|
/s/ Diana M. Andersen
|
|
|
|
By:
|
|
/s/ Stephanie Sheehan 8/14/06
|
|
|
Authorized Signatory Date
|
|
|
|
|
|
Authorized Signatory Date
|
|
|
|
|
Fidelity Confidential
|
|
36
|
|
Annual Participant Fee:
|
$0 per Participant.
|
Loan Fee:
|
Establishment fee of $100.00 per loan account.
|
Minimum Required Distribution:
|
$25.00 per Participant per MRD Withdrawal.
|
In-Service Withdrawals:
|
$20.00 per withdrawal.
|
Return of Excess Contribution Fee:
|
$25.00 per Participant, one-time charge per calculation and check generation.
|
Non-Fidelity Mutual Funds:
|
Fees paid directly to Fidelity Investments Institutional Operations Company, Inc. (FIIOC) or its affiliates by Non-Fidelity Mutual Fund vendors shall be posted and updated quarterly on Plan Sponsor Webstation at
http://psw.fidelity.com
or a successor site.
|
Signature Ready 5500:
|
The standard fee is waived; provided, however, if all required information is not received until after 5
1
/
2
months following the Plan’s year-end, there will be a late processing charge of $1,000 per Plan affected. Any revisions requested by the Plan Sponsor after Fidelity has initially prepared and submitted the Form 5500 to the Plan Sponsor will be processed at a rate of $100 per hour.
|
DRO Qualification:
|
This service will commence only after Fidelity receives the Service Authorization Agreement executed by a legally authorized representative of the Sponsor. The “standard” Order review fees are as follows: $300 for the review of unaltered Orders generated via Fidelity’s QDRO Center website, or $1,200 for the review of Orders not generated via Fidelity’s QDRO Center website, or for Orders generated via Fidelity’s QDRO Center website but then subsequently altered. A “standard” DRO is an order that references one defined contribution plan only. The fees for “complex” Orders are as follows: $900 for the review of unaltered Orders generated via Fidelity’s QDRO
|
|
|
|
|
Fidelity Confidential
|
|
37
|
|
|
Center website, or $1,200 for the review of Orders not generated via Fidelity’s QDRO Center website, or for Orders generated via Fidelity’s QDRO Center website but then subsequently altered. A “complex” Order is an Order that references a defined benefit plan or multiple plans (defined benefit and/or defined contribution, in any combination). Any revisions to these fees will be reflected in an updated Service Authorization Agreement for the DRO qualification service which will be provided by the Trustee to the Sponsor for execution.
|
Dividend Pass-Through Fee:
|
$4 for each dividend check that is cut.
|
|
$3 for each dividend sent via EFT.
|
|
This fee is based on the following assumptions, in addition to those set forth in the
Note
section:
|
|
n
|
Dividends will be distributed quarterly
|
|
n
|
The default option for receiving dividends will be reinvestment into the Stock Fund.
|
•
|
Other Fees: separate charges may apply for optional non-discrimination testing, extraordinary expenses resulting from large numbers of simultaneous manual transactions, from errors not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which are also accessible to participants via electronic services in the event that the provision of such material in hard copy would result in an additional expense deemed to be material. The Administrator may withdraw reasonable administrative fees from the Trust by written direction to Fidelity.
|
|
|
|
|
|
|
|
|
|
ZIONS BANCORPORATION
|
|
|
|
FIDELITY MANAGEMENT TRUST COMPANY
|
||||
|
|
|
|
|
||||
By:
|
|
/s/ Diana M. Andersen
|
|
|
|
By:
|
|
/s/ Stephanie Sheehan 8/14/06
|
|
|
Authorized Signatory Date
|
|
|
|
|
|
Authorized Signatory Date
|
|
|
|
|
Fidelity Confidential
|
|
38
|
|
•
|
Fidelity Advisor Diversified International Fund—Class I
|
•
|
Fidelity Balanced Fund
|
•
|
Fidelity Capital & Income Fund
|
•
|
Fidelity
Contrafund
®
|
•
|
Fidelity Freedom 2000 Fund
®
|
•
|
Fidelity Freedom 2005 Fund
®
|
•
|
Fidelity Freedom 2010 Fund
®
|
•
|
Fidelity Freedom 2015 Fund
®
|
•
|
Fidelity Freedom 2020 Fund
®
|
•
|
Fidelity Freedom 2025 Fund
®
|
•
|
Fidelity Freedom 2030 Fund
®
|
•
|
Fidelity Freedom 2035 Fund
®
|
•
|
Fidelity Freedom 2040 Fund
®
|
•
|
Fidelity Freedom Income Fund
®
|
•
|
Fidelity U.S. Bond Index Fund
|
•
|
Managed Income Portfolio II—Class 1
|
•
|
AllianceBernstein International Value Fund—Advisor Class
|
•
|
American Beacon Large Cap Value Fund—Plan Ahead Class
|
•
|
BlackRock International Opportunities Fund—Institutional Class
|
•
|
Columbia Acorn USA Fund—Class Z
|
•
|
Evergreen Special Values Fund—Institutional Class
|
•
|
Janus Mid Cap Value Fund—Investor class
|
•
|
Legg Mason Partners Aggressive Growth Fund—Class A
|
•
|
Loomis Sayles Bond—Institutional Class
|
•
|
Loomis Sayles Global Bond—Institutional Class
|
•
|
Morgan Stanley Institutional International Real Estate Portfolio—Class A
|
•
|
PIMCO Commodity Real Return Strategy Fund—Institutional Class
|
•
|
PIMCO Total Return Fund—Institutional Class
|
|
|
|
|
Fidelity Confidential
|
|
39
|
|
•
|
Rainier Small/Mid Cap Equity Portfolio—Investor Class
|
•
|
Spartan
®
International Index Fund—Investor Class
|
•
|
Spartan
®
Total Market Index Fund—Investor Class
|
•
|
Spartan
®
U.S. Equity Index Fund—Investor Class
|
•
|
T. Rowe Price Emerging Markets Stock Fund
|
•
|
Vanguard Mid-Cap Index Fund—Admiral Class
|
•
|
Vanguard REIT Index Fund—Admiral Class
|
•
|
Vanguard Small-Cap Index Fund—Admiral Class
|
•
|
Victory Diversified Stock Fund—Class A
|
•
|
Zions Stock Fund (
frozen to new investment elections and exchanges in
)
|
|
|
|
ZIONS BANCORPORATION
|
||
|
|
|
By:
|
|
/s/ Diana M. Andersen
|
|
|
Authorized Signatory Date
|
|
|
|
|
Fidelity Confidential
|
|
40
|
|
|
|
|
|
Fidelity Confidential
|
|
41
|
|
|
|
|
|
Fidelity Confidential
|
|
42
|
|
|
|
|
|
Fidelity Confidential
|
|
43
|
|
|
n
|
|
Submit the following required information (“Required Information”) annually:
|
|
-
|
|
Completed plan questionnaire (“Questionnaire”);
|
|
-
|
|
Draft or final copy of the audited financial statements; and
|
|
-
|
|
Copy of the prior year Form 5500 filed with the Department of Labor (DOL) (applicable only if Fidelity did not prepare the plan’s prior year Form 5500)
|
|
n
|
|
Provide Fidelity with the Required Information, in the format requested by Fidelity, as soon as possible after the plan’s year end – but in no event later than the last day of the 8
th
month following the plan’s year-end (assuming a filing extension has been requested);
|
|
n
|
|
Authorize Fidelity to prepare and execute IRS Form 5558 (Application for Extension) on behalf of the Plan Administrator and file Form 5558 with the IRS in order to obtain an extension of the filing deadline in the event that Fidelity has not received a completed plan Questionnaire within five and one-half (5
1
/
2
) months after the plan’s year end;
|
|
n
|
|
Review, sign and mail the Form 5500 prepared by Fidelity to the DOL in a timely manner;
|
|
n
|
|
Distribute the SAR to participants and beneficiaries in a timely manner; and
|
|
n
|
|
Respond to and provide any other information requested by Fidelity, including soliciting any information from the prior recordkeeper, related to the Form 5500.
|
|
n
|
|
Provide the Sponsor with the Questionnaire within one and one-half (1
1
/
2
) months after the Plan’s year-end;
|
|
n
|
|
File Form 5558 to request an extension of time to file Form 5500 if requested by the Plan Sponsor or if the completed Questionnaire is not received from the Sponsor within five and one half (5
1
/
2
) months after the Plan’s year end, as specified above;
|
|
n
|
|
Provide the Sponsor with the Form 5500 at least twenty (20) days prior to the required filing date and SAR at least twenty (20) days prior to the required mailing date, assuming the Plan Sponsor has submitted the Required Information and has met the filing deadlines as outlined in this agreement;
|
|
|
|
|
Fidelity Confidential
|
|
44
|
|
|
n
|
|
Respond to inquiries from the DOL or IRS received by the Sponsor, related to any Form 5500 prepared by Fidelity.
|
|
|
|
|
|
|
|
|
|
ZIONS BANCORPORATION
|
|
|
|
FIDELITY MANAGEMENT TRUST COMPANY
|
||||
|
|
|
|
|
||||
By:
|
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/s/ Diana M. Andersen
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By:
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/s/ Stephanie Sheehan 8/14/06
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Authorized Signatory Date
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Authorized Signatory Date
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Fidelity Confidential
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45
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1.
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Withdrawals and distributions will be aggregated and placed first in the hierarchy. If Available Liquidity is sufficient for the aggregate of such transactions, all such withdrawals and distributions will be honored. If Available Liquidity is not sufficient for the aggregate of such transactions, then such transactions will be suspended, and no transactions requiring the sale of Sponsor Stock Fund units shall be honored for that day.
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2.
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If Available Liquidity has not been exhausted by the aggregate of withdrawals and distributions, then all remaining transactions involving a sale of units in the Sponsor Stock Fund (exchanges out) shall be grouped on the basis of when such requests were received, in accordance with standard procedures maintained by the Trustee for such grouping as they may be amended from time to time. To the extent of Available Liquidity, groups of exchanges out of the Sponsor Stock Fund shall be honored, by group, on a FIFO basis. If Available Liquidity is insufficient to honor all exchanges out within a group, then none of the exchanges out in such group shall be honored, and no exchanges out in a later group shall be honored.
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3.
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Transactions not honored on a particular day due to insufficient Available Liquidity shall be honored, using the hierarchy specified above, on the next Business Day on which there is Available Liquidity.
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Fidelity Confidential
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46
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Fidelity Confidential
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47
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Year ended December 31,
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2012
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2011
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2010
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2009
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2008
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Fixed charges:
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Interest expense excluding deposits
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$
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225,482
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$
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303,769
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$
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395,961
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$
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191,496
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$
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281,993
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Portion of rents representative of an interest factor
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19,568
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19,285
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19,886
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19,720
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19,093
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Fixed charges excluding interest on deposits
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$
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245,050
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$
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323,054
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$
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415,847
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$
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211,216
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$
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301,086
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Interest on deposits
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81,300
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128,627
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196,495
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426,298
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720,260
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Fixed charges including interest on deposits
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$
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326,350
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451,681
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612,342
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637,514
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1,021,346
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Fixed charges and preferred stock dividends:
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Interest expense excluding deposits
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$
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225,482
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$
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303,769
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$
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395,961
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$
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191,496
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$
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281,993
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Portion of rents representative of an interest factor
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19,568
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19,285
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19,886
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19,720
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19,093
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Preferred stock dividend requirement
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265,450
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274,928
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122,884
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102,969
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24,424
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Fixed charges and preferred stock dividends excluding interest on deposits
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510,500
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597,982
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538,731
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314,185
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325,510
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Interest on deposits
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81,300
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128,627
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196,495
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426,298
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720,260
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Fixed charges and preferred stock dividends including interest on deposits
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$
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591,800
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$
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726,609
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$
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735,226
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$
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740,483
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$
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1,045,770
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Earnings:
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Income (loss) from continuing operations before income taxes
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$
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541,566
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$
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521,273
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$
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(403,168
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)
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$
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(1,623,020
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)
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$
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(314,698
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)
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Equity in undistributed earnings of unconsolidated subsidiaries
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(13,983
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)
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(5,956
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)
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(6,757
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)
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(6,785
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)
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(10,105
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)
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Fixed charges excluding interest on deposits
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245,050
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323,054
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415,847
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211,216
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301,086
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Earnings excluding interest on deposits
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772,633
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838,371
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5,922
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(1,418,589
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)
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(23,717
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)
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Interest on deposits
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81,300
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128,627
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196,495
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426,298
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720,260
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Earnings including interest on deposits
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$
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853,933
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966,998
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202,417
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(992,291
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)
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696,543
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Ratio of earnings to fixed charges:
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Excluding interest on deposits
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3.15
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2.60
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(a)
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(a)
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(a)
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Including interest on deposits
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2.62
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2.14
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(a)
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(a)
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(a)
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Ratio of earnings to fixed charges and preferred stock dividends:
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Excluding interest on deposits
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1.51
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1.40
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(a)
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(a)
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(a)
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Including interest on deposits
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1.44
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1.33
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(a)
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(a)
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(a)
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(a) Ratio is less than one; earnings are inadequate to cover fixed charges. The dollar amount of the coverage deficiency for the affected periods is presented is presented below. The amount is the same whether including or excluding interest on deposits:
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Coverage deficiency – earnings to fixed charges
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$
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(409,925
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)
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$
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(1,629,805
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)
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$
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(324,803
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Coverage deficiency – earnings to fixed charges and preferred stock dividends
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(532,809
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(1,732,774
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(349,227
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)
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SUBSIDIARY
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STATE OR JURISDICTION OF
INCORPORATION/ORGANIZATION
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Zions First National Bank
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Federally chartered doing business in Utah and Idaho
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California Bank & Trust
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California
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Amegy Corporation
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Texas
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National Bank of Arizona
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Federally chartered doing business in Arizona
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Nevada State Bank
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Nevada
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Vectra Bank Colorado
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Federally chartered doing business in Colorado and New Mexico
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The Commerce Bank of Washington
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Federally chartered doing business in Washington
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The Commerce Bank of Oregon
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Oregon
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Cash Access, Inc.
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Utah
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Great Western Financial Corporation
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Utah
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PPS Data, LLC
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Nevada
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Stockmen’s (AZ) Statutory Trust II (not consolidated)
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Connecticut
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Stockmen’s (AZ) Statutory Trust III (not consolidated)
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Connecticut
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Welman Holdings, Inc.
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Utah
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Zions Capital Trust B (not consolidated)
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Delaware
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Zions Insurance Agency, Inc.
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Utah
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Zions Management Services Company
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Utah
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ZMFU II, Inc.
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Utah
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(i)
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Registration Statement (Form S-8 No. 333-36205) and related Prospectus pertaining to Zions Bancorporation Employee Investment Savings Plan, now known as the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan;
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(ii)
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Registration Statement (Form S-8 No. 333-74179) and related Prospectus pertaining to Zions Bancorporation 1996 Non-Employee Directors Stock Option Plan;
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(iii)
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Registration Statement (Form S-8 No. 333-79699) and related Prospectus pertaining to Zions Key Employee Incentive Stock Option Plan;
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(iv)
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Registration Statement (Form S-8 No. 333-124696) and related Prospectus pertaining to Zions Bancorporation 2005 Stock Option and Incentive Plan;
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(v)
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Registration Statement (Form S-8 No. 333-130222) and related Prospectus pertaining to Amegy Bancorporation 1989 Stock Option Plan, Amegy Bancorporation 1993 Stock Option Plan, as Amended and Restated, Amegy Bancorporation 1996 Stock Option Plan, as Amended and Restated, Amegy Bancorporation 1993 Stock Option and Incentive Plan, Amegy Bancorporation Second Amended and Restated Non-Employee Directors Deferred Fee Plan, and Amegy Bancorporation 2004 Omnibus Incentive Plan; and
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(vi)
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Registration Statement (Form S-3 No. 333-173299) and related Prospectus pertaining to the offering of debt and equity securities of Zions Bancorporation;
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1.
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I have reviewed this annual report on Form 10-K of Zions Bancorporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Harris H. Simmons
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Harris H. Simmons, Chairman, President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Zions Bancorporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Doyle L. Arnold
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Doyle L. Arnold, Vice Chairman and
Chief Financial Officer
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/s/ Harris H. Simmons
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Name:
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Harris H. Simmons
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Title:
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Chairman, President and Chief Executive Officer
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/s/ Doyle L. Arnold
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Name:
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Doyle L. Arnold
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Title:
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Vice Chairman and Chief Financial Officer
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